


A One Boy Army

by RainKiss



Series: The Parker Cluster [1]
Category: Marvel Cinematic Universe, Spider-Man (Tom Holland Movies)
Genre: A lot of spiders, Angsty Parkers, Canon-Typical Violence, Earth-11580, Gen, Gun Violence, He commits crimes knowingly, Let me know if the tags are good or if you need more warning, Like so many spiders it may cause side effects if you have a phobia or anxiety of them, Peter isn't a cinnamon roll, The archive warning says graphic violence description, but I thought I'd tag that anyway, not too explicit
Language: English
Status: Completed
Published: 2020-06-27
Updated: 2020-07-10
Packaged: 2021-03-03 21:41:03
Rating: Teen And Up Audiences
Warnings: Graphic Depictions Of Violence
Chapters: 4
Words: 28,396
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/24942490
Author URL: https://archiveofourown.org/users/RainKiss/pseuds/RainKiss
Summary: It started, as it had most times, with his class going on a field trip.Fourteen year old Peter led as normal a life as possible before his mishap with radioactive spiders in Horizon Labs. And now, he has mutant-like powers, a new sense of the world, and a brood of spiders to look after.How was he supposed to explain this to Aunt May and Uncle Ben?
Relationships: Ben Parker & Peter Parker, Ben Parker/May Parker (Spider-Man), May Parker & Peter Parker, May Parker (Spider-Man) & Peter Parker
Series: The Parker Cluster [1]
Series URL: https://archiveofourown.org/series/1824430
Comments: 19
Kudos: 39





	1. Section #11-580

**Author's Note:**

> This fic is set in the MCU but is based off of the Marvel comic universe Earth-11580. I have taken some liberties with the characters and their backstories, but most of them are the ones you know and love.  
> And yes, I describe many, many spiders here. So if you have fears and/or anxieties of spiders, please keep your health in mind before proceeding. There are no embedded images of spiders in the first chapter.

It started, as it had most times, with Peter's class going on a field trip. 

(Shockingly, this is a dimension where they go somewhere other than Oscorp, or Stark Tower, or the Avengers Compound.)

**~~~~~**

Peter almost missed the trip. He ran all the way from Ben's car to the yellow school bus that was already packed with 25 of his classmates and two chaperones.

"Careful, Peter!" Uncle Ben cried, watching his fourteen year old nephew flail towards the bus.

Peter crossed the parking lot and stopped by the bus door, panting. Mrs. Warren stepped out to greet him. "That was close, Mr. Parker. You have your inhaler with you?" 

Peter nodded, nearly gasping for air. He climbed up the steps and fell into the empty seat by Ned.

"Dude, your face is _red_ ," Ned said in awe. Peter grabbed his inhaler from his bag and took a full puff.

"Overslept," Peter said. "Ben and I finally got May to watch _A New Hope_."

Ned gasped. "Did she like it?!"

Peter relaxed against the seat as the bus started. He looked out the window and caught the sight of Ben waving from the car. He grinned and waved back.

"Yeah! She said it was better than expected," he replied, thinking about his nice, normal life. It was a good time to be alive.

Ned had brought a new comic of Captain America that he gladly shared with Peter. Most of the other kids in the bus were chatting between themselves. Peter could hear Flash's loud voice, boasting about his new watch, the cheers from the kids in the last row every time the bus drove over a speed breaker, and Mrs. Warren discussing field trip etiquette with Mr. Harrington.

They crossed a tall tower on the way to their destination.

"Whoa, look!" Ned pointed at the building passing by. "Did you know we were supposed to go straight to Oscorp Tower?"

"Really?"

"Yeah, I heard Mr. Dell talk about it. Apparently they were going through some renovations, so they sent us an alternative."

Peter stared at the receding building in forlorn. He would have liked to go to the main office of Oscorp. His parents had even worked for Norman Osborn on a project, many years ago. 

"Aw," Peter whined. "We should have gone there. Their cross-species study and genetic work on cell regeneration is mad!"

"We'll see something cool at Horizon Labs," Ned comforted him. 

Someone from the seat in front of them snorted. Peter and Ned craned their necks as Michelle turned around to look at them.

"Oscorp is known for unlawful animal testing," she said, her face in a deadpan. "They have a case going on with that. That's why our trip got shuffled off to Horizon Labs."

Ned looked put out. "Not everything's gotta be a conspiracy."

Michelle narrowed her eyes. "That's what they want you to think."

Peter frowned. "If it's safe animal testing, isn't that okay?"

"Where would you draw the line on caging animals and prodding them with electric batons?"

Peter slumped and Ned pouted. "Yeah, well, Horizon Labs is a different sector. It's bleeding-edge tech."

"Nothing like Tony Stark, though," Peter muttered, pushing his glasses over the bridge of his nose.

"HL is still owned by the same military contacts," Michelle hummed. "So don't be surprised if you find animals there."

She turned back and sat down. She had a full seat to herself, with a book to direct her attention to.

Ned sighed. "We'll still have fun. They're helping develop new medical technology. That'll be cool to see."

The bus drove westwards, practically taking the scenic route of NYC traffic. It was only an hour's drive and the students slowly delved into a quieter bunch, some engrossed in music, a book, or a nap.

Buildings became scattered with more space between each property. They drove on till the road diverged towards a flat land with grand trees and trimmed bushes on either side. The bus slowed down and came to a stop in front of a long stretch of blocks with glass and stone walls weaving around the entire place. There was a fountain around which the bus wove to halt in front of the entrance platform to Horizon Labs.

Mrs. Warren and Mr. Harrington ushered the students into a neat bunch. They met two people in formal clothes who stepped out of the building to greet them. Peter thought they looked like scientists, but he also figured that actual scientists wouldn’t be tasked to showing school kids around their facility. Maybe they were employees from other departments.

“Midtown High!” One of them crowed, plastering a grand smile. “You’re right on time. My name is Dennis Freeman and this is my colleague, Selene Mattis. Let’s get you to the reception and find your badges for the tour.”

The moment the glass doors admitted them in, Peter could feel the cool breeze of the aircon along with the smell of ice. He could always smell the iciness.

“So cool!” Ned squealed, tilting the badge they’d been given. It had a 3D image on it that shifted from the company logo to a minimalist picture of sunrays spilling out of a horizon line.

Peter slung the assigned lanyard over his neck, deeply engrossed in the symbol.

“Buddy system, Mr. Parker,” Mrs. Warren called, gently reminding him to catch up to Ned.

Each floor was large and airy with plenty of sunlight in the rooms. The pillars built in the middle of the building gave the impression that each was an immense load-bearing support. Peter followed the height of the walls, trying to imagine the layout of the impressive building.

The two employees led them through three offices on two floors, introducing the school to the different aspects of medicine and technology integration.

Ned kept pointing to all the instruments scattered around the labs.

Dennis Freeman would talk about what the people in each lab contributed to the multiple projects running at the same time. One team showed the students a prototype for a device that checked insulin levels by breath alone.

Peter was sure there was something like that already in the market, but priced at high rates. Horizon Labs could make it more accessible to the public.

Mr. Freeman allowed the students to roam about and talk to the team working at their stations. Peter and Ned headed for the most obvious destination—a large standing white steel microscope perched on a table at an optimal distance from direct sunlight.

“A Transmission Electron Microscope!” Ned stared at it in delight. “Peter, look at the condenser system!”

Peter leaned over the table to try and see if there was a specimen placed for observation. There was none.

“They have a movable lens and specimen stage,” Peter noticed.

Michelle walked over, tilting her head at the microscope. “That stage looks big enough for a cockroach.”

Ned shook his head. “You can study tissue samples under the lens too.”

She squinted. “Whose tissues d’you think they study?”

Peter felt a sharp elbow jab into his side. He jumped in surprise, flinching away from Flash’s intrusion.

“Who needs tissues?” Flash watched Peter closely. “What d’you need tissues for, Parker?”

Selene Mattis was a quieter individual, but would occasionally add in her two cents. When she spoke, the room fell silent, not just out of respect, but to hear her low whisper of a voice. 

Right now, she stepped up to the four students, eyes darting between them.

“This microscope is used for cell observation under chemical guidance. Our research is wholly targeted towards human biology and health, keeping in mind the safety parameters required in every stage of an exercise."

Peter was meek under her quiet gaze. It felt like Ms. Mattis was chastising them.

Michelle showed no such abashed effect. “Is it true that Oscorp was accused of conducting unauthorized animal tests for better qualitative analysis when their user research experiments yielded nonviable results?”

Peter, Ned, and Flash gaped at her. Ms. Mattis narrowed her eyes, shooting Michelle a sharp smile.

“A weak allegation was leveled against one of the projects of Oscorp Enterprises. To my knowledge, it has been dealt with and the accusation led to a moot point.”

Michelle frowned. “Yesterday’s article said there was an ongoing investigation. Our field trip was scheduled for Oscorp initially.”

“Yes, an investigation that will lead to no results,” Ms. Mattis answered. “As for your trip, you will have to ask your teachers. Oscorp is perfectly functional to allow field trips. Why, there's one happening just next week. And in any case, our facility is just as well equipped as the tower and upholds strict moral codes. You have nothing to worry, Ms....?”

“Jones.”

“Ms. Jones,” the employee said, smiling again. “Now, if any of you have questions about our instrument rating and usage -?”

Michelle was in a sour mood for the rest of the trip. Peter and Ned tried to stay clear of her. Flash, for once, had the same thought and kept his distance.

Freeman announced a break for lunch and led them out of the labs. Peter was glad, he had to go real bad.

“We’ll head up to the MVP stage lab on the fifth floor before breaking for lunch. There's a variety of veg and non-veg options, don’t worry. Does anyone have any allergies?”

Peter and Cindy were the only ones to raise their hands.

Mrs. Warren and Ms. Mattis stopped with the others at the elevator. Mr. Harrington accompanied Peter and Cindy in the front along with Mr. Freeman into his office.

It was smaller than expected. Just one window opposite the door, the rest of the walls covered in charts of numerical data. There was a glass board in the middle with a graph drawn on it. Mr. Freeman’s desk wasn’t as cluttered as the open shelves by the side.

“This ought to have been done over the phone,” Mr. Freeman said, apologetic, opening his laptop. “But we’re quite swamped with projects being spearheaded and schedules updating every which way…”

“Very understandable,” Mr. Harringtom assured him. “I’m glad you got my email, though. Better late than never.”

Peter and Cindy logged their allergy list. Turns out, Cindy was gluten and lactose intolerant to the extreme. Peter’s points simply covered the basics. Asthmatic symptoms based on dust, pollen allergy, peanut allergy, selective perfume allergy, the works.

“You’ve got more allergies than me,” Cindy pouted. Peter chuckled.

“It’s not a competition, Ms. Moon.”

“I know, Mr. Harrington. I’m just pointing it out.”

“Thanks for that,” Peter nodded.

“Okay,” Mr. Freeman sent the details off and brought them out of his office. “We can have a simple palette rustled up in time for lunch. Let's head on to the fifth floor —”

“Um…” Peter interrupted. “Is there a bathroom nearby?”

Cindy shot him a look but the adults weren’t bothered.

“Right here, to the left,” Mr. Freeman directed. “There’s one on the fifth floor as well, if you can hold it.”

“I’d rather not,” Peter mumbled.

Mr. Freeman gestured to Cindy. “I can bring him up, if you’d like to join the others now.”

Mr. Harrington looked over to Peter who nodded to say it was fine. He just had to go.

If Peter knew what being separated from the others would lead to… he'd have taken this field trip far more seriously.

Peter was washing his hands when he heard an oddly accented voice.

“... just looking around, I swear!”

“Nevertheless, if your father knew, it would be our heads on the line.”

That sounded like Mr. Freeman reprimanding someone. Someone who sounded eerily familiar.

Peter dried his hands and sneaked towards the door to listen to the argument outside the bathroom. Mr. Freeman was talking to a boy who did not sound like anyone from Peter’s class.

“Where’s Dr. Modell?” Mr. Freeman asked, agitated. “He should be with you.”

“Modell’s not my keeper,” the boy retorted. “Look, I know Midtown students are in the building today. I know a few of them!”

“I’m sorry, Harry. But you have to wait in your father’s office.”

Harry?

Peter’s jaw dropped.

Harry Osborn?

The voices were fading now. Peter cracked open the door to check if it really was who he thought.

Peter and Ned had known Harry Osborn from first grade. They’d all gone to the same elementary school. Then Harry was shipped off to a boarding school in another country and the former pair got into Midtown on scholarships.

If Horizon Labs really did work in close quarters with Oscorp (at least, closer than what Ms. Mattis had declared), then maybe Norman Osborn did have an office here and his son was visiting the facility on the very same day Midtown had a field trip.

Peter stepped into the now empty corridor, walking quickly to where the boy and Mr. Freeman had disappeared off to. They’d gone in the opposite direction of the elevator. So, was Norman Osborn’s office somewhere close by?

All the doors had a narrow stripe of glass near the handle for people to peer into. Peter stood on his toes to check the doors around him.

He found Mr. Freeman in a room at the end of the corridor. The door had an innocuously marked _Section #11-580_. It was an odd configuration.

Inside the room, Mr. Freeman was talking to the boy slouching beside him. Peter couldn’t see his face. The kid looked about as tall as Ned, hands shoved into his pockets, shoulders stiff. 

A second man joined the pair. The new person was in a lab coat, had red hair, and was taller than the both of them. He must have rushed in from somewhere because the newcomer had a harried look about him.

The three of them moved further into the room. Peter’s curiosity began to overwhelm him. He just had to find out if it was Harry Osborn. Then he’d leave. That’s it.

He pushed at the door and was glad when it opened without resistance.

Section #11-580 was much bigger than the previous labs. It was a spacious hall, extending in both directions as though it comprised of several rooms worth of area without the walls. Peter gripped the strap of his bag and looked towards where the three people disappeared. He could no longer hear them.

Peter walked ahead, staying close to the walls. There were droves of tables with empty glass jars, books, and files placed. Most of them were zipped up tight. He felt the urge to open them and peruse the papers, but shook his head.

There were no windows. Peter’s sneakers squeaked against the tiled floor as he stopped and turned to look around. There weren’t any other doors. Just sheets and some glass cases filled with dust and cobwebs.

He passed under an arch and found a large arena with three cylindrical glass tubes, several feet wide, leading from the floor all the way to the ceiling. These were at the end of the hall and looked well polished like it was regularly cleaned. It was the only part of the large hall that was well kept.

There was a control panel ten feet away from the tubes with some of the lights on. Like someone had turned on the panel and left for a break. A coffee mug sat beside the panel.

He could also hear some odd noises emerging from one of the tubes. Tiny scrapping of glass or tile, continuously like someone was scratching on linoleum. 

Peter was worried, breathing faster now. The echo of his shoes on the tiles brought him back from his racing ideas. This looked like a dead end. Where had they gone? 

He took out his phone to check the time. It was noon. The rest of his class might be on their way to the food court already.

Ned had messaged him.

**Dude!**

**We’re in the testing zone.**

**They got robots and an assembly line to test the products!**

Peter texted back that he was on his way, ready to leave the mysterious abandoned hall.

He really was going to leave.

Promise.

But the series of scratching noises grew louder when he made to turn away.

Peter looked up and focused on the tall glass tubes. They looked like wide wind tunnels, ready for people to practice skydiving in.

The glass on the last tube looked darker than the rest. Peter tilted his head and realised it was reflecting something on the inside. 

Pure curiosity led to the incident.

Peter walked ahead, wondering with not much worry about the tubes. Maybe there were large fans at the bottom. Maybe they really were wind tunnels.

The first and second tubes showed empty semi-hemispherical pits at the bottom. Peter felt disappointed. Both tubes had openings in a curved door shape manner. He wondered if someone had planned on simply jumping down to clean the pits.

The scratching noises were sharper now. Peter swallowed when he realised they were coming from the third tube.

There was something in it.

He walked to the third tube. There was no opening. It was completely sealed shut and for good reason. Peter nearly dropped his phone in shock. There, in the third pit, was a mass of black spiders.

A thousand tiny wriggling spiders, struggling and climbing over each other, making rapid squeals.

Each was no bigger than the width of his thumb. Tiny but disgusting. Peter’s limbs froze at the horrific sight. Shudders ran down his spine. He had never seen so many spiders before.

The moment the spiders realised that someone was near the tube, they retreated, huddling so close to each other that they seemed to move with the perception of a single mind. Peter could easily feel all their eyes trained on him.

His skin was cold with sweat. There was nothing natural about witnessing this. The spiders all had tiny limbs, too many legs, crawling over each other in an attempt to hide from him.

Michelle was right.

The stray thought startled him.

What would any corporation want with a thousand spiders? Why would they dump them all in a pit? Were they being experimented on?

Peter turned to stare at the control panel, its lights blinking. Taking a leap of faith, he directed his phone at the panel and took a few pictures of the details.

And then he aimed his phone at the spiders in the pit and snapped a shot.

The flash was reflected off the curved glass, momentarily blinding Peter. He grabbed onto the curved glass tube and something beeped.

A rectangular section of the glass retreated sideways, folding in on itself to reveal an entrance, in the same size of openings in the other tubes.

The flash had also aggravated the spiders.

Peter couldn’t even gasp when the spiders frantically pushed off of each other, scuttling around in a frenzy. He dropped his phone into the spider pit.

The nightmare had just begun.

A dozen spiders leapt up into the air, looking for escape. Peter was standing at the entrance to the glass tube. They flew right into his chest, some hitting the side of his face.

Peter could feel their tiny legs move on his skin. He yelled, slapping a hand over his head to rid the crawlers. His glasses were dislodged, the hairs on his body tingled with every second that stretched, and Peter’s foot slipped over the edge.

Panic overpowered him mid fall. He saw it in slow motion. A hundred thoughts ran through his mind.

_His class would be going for lunch. Ned was waiting for him to rejoin. Michelle was stewing over Ms. Mattias’s rude dismissal. Cindy would be annoyed with having to wait alone for a safe plate of food. Harry Osborn was in the building with them. Mr. Harrington and Mrs. Warren must be wondering about Peter._

_Aunt May and Uncle Ben had woken up late this morning. Peter had woken up even later. They’d stayed up last night watching the first Star Wars movie. May had liked it. Ben and Peter had been thrilled._

He’d never see any of them again.

Peter hit the mound of spiders, quickly sinking to the bottom as the creatures climbed over him, sprawling with manic anger at the camera flash, at the sudden weight of a human slamming into hundreds of them. They were on his skin, in his clothes, in his hair, legs moving constantly, scuttling everywhere, teeth sinking in over and over and over again. Fire roared under his skin, burning through his body.

He tried to scream, thrashing about, trying to get away blindly. They were _everywhere_. Tears bubbled up, the agony was overwhelming, his mind exploded with pain and panic.

He died.

He wanted to die.

He was still breathing.

Peter stopped moving after what seemed like an age. It was too much. He could hear the squealing and feel the legs running, far away from him.

His body burned. He felt the poison in his blood, could feel the chemical in the air, could feel the cold metal of the curved surface.

He was on the floor of the spider pit. His eyes were closed. The spiders had left him.

Peter swallowed, almost crying at the weight of his tongue. There was a terrible taste in his mouth. What if he’d swallowed some of the spiders?

Bile threatened to vault up his food pipe. Peter’s head jerked to the side. He could feel nothing but the floor and the air. His clothes no longer rustled.

He tried to open his eyes, but one of them refused to move, swollen shut. The lights on the ceiling were bright, sending harsh imprints on the back of his working eyelid. He flinched away.

His hands moved slowly. He could feel it. Hot welts on his skin from the bites of a thousand spiders. They were everywhere on his body. 

Peter turned and pressed his burning cheek to the cold floor, nearly sighing in relief. The temporary break in panic felt good.

He blinked up to gauge the glass tube. The spiders had managed to get out. He was alone.

With an immense struggle, Peter managed to push himself off the floor. The pit had smooth sides and it took several tries to get to his feet and reached for the opening.

He managed to get his phone and his bag, managed to drag himself out of Section #11-580. Peter could see the terrifying bites on his hands, the broken skin and blood smears. He could feel them on his face too.

Peter leaned against the wall, trying to reach the bathroom he’d gone to before. There was nobody around. Was that good luck?

He dropped his bag and grabbed the clean white basin to stare at himself in the mirror.

A part of his face had swollen up. The bites ran down both sides, starting from the temples, covering his cheeks. One of his eyes were blue and swollen, veins sticking out from under the skin. The skin of his neck was ripped up badly. Peter lifted his shirt and nearly cried in pain, feeling the fabric rub against the numerous bites left all over his stomach and back.

He was going to throw up. Peter scrambled over to the stalls and bent over a commode.

He could remember things that had happened. The spiders squealing everywhere, hitting the glass, making clicking sounds.

_Click, click, click._

The remains of his oatmeal breakfast came back up before he collapsed near the side. The last thing he heard was the distant sound of tiny legs scuttling away before he lost consciousness.

**~~~~~**

The noises were sharp and echoey. The voices were loud and painful.

The smell was nice, though. It smelled like Ned.

Along with the odor of the bathroom and the lavender air freshener, but Ned’s smell was the best.

“Vertigo, maybe?” A sharp voice said. Peter let out a groan and tried to hide away from it.

“Too loud, Monica,” A less sharp voice answered.

“Okay. Peter?”

Peter winced. The commode was cool and it felt nice to press his face on it.

It reminded him of the floor of the spider pit. 

Oh god.

His entire torso lurched and Peter scrambled to get up to his knees to dry-heave.

It took a full 10 minutes for him to finally open his eyes (both of them) and realize what was happening. Ned was standing with Mrs. Warren outside the bathroom stall. Mr. Harrington was rubbing his back as he blew chunks.

Mrs. Warren’s perfume was fading and smelt like lemons. Mr. Harrington smelt like axe deo. Ned smelled like his usual soap brand, mixed with tomato sauce from whatever he’d eaten for lunch. It was strangely comforting.

“Can you sit up, Peter?” Mrs. Warren asked in a whisper.

“Urgh.” His voice was raspy.

Someone handed him a bottle of water. The water was sweetish. Strange but soothing. It cleared his head and he blinked up.

“Mr. Freeman’s sending a wheelchair. There’s an infirmary on this floor,” Mr. Harrington said.

Peter rubbed his eyes, feeling rough skin on his fingers press into the sensitive bites. 

Wait, not so sensitive. The bites didn’t burn anymore.

He looked up, confused.

“Peter?” Mrs. Warren looked relieved. “Here’s your glasses.”

The spectacles lay in her hand. His throat stretched as he asked, “What happened?”

“Mr. Freeman found you knocked out,” Ned blurted, clearly worried.

“Sorry.”

Mr. Harrington looked baffled. “You might have hit your head, Peter. There’s a bruise around your eye.”

He touched the sore eye. It wasn’t swollen anymore, but felt much better.

“I think I tripped,” he mumbled.

Mrs. Warren nodded. “That’s okay. We’ll get you to the infirmary.”

Peter clutched the water bottle tight. The plastic cracked, bending inwards. His stomach made an odd rumble.

“I’m hungry,” Peter said, eyes darting in panic. “Like, really hungry.”

The teachers looked surprised and Ned stared. “Okay… there’s your plate in the pantry. Mr. Freeman said you and Cindy got a different menu to avoid allergies.”

That sounded good. That was excellent, in fact.

Peter slowly got to his feet with two extra pairs of hands helping him. He kept sipping at the water. It felt nice.

Mr. Freeman appeared in the hallway just as the group stepped out of the bathroom. He looked haggard and wide-eyed.

After many apologies and reassurances, Peter finally got to go to the food court for a proper meal. The court was long and airy, the complete opposite of the spider pit hall. The windows were open and the fresh breeze from the gardens was a treat for them all.

Cindy and Abe were the first and only ones to crowd Peter and Ned. “Yo. Is it true? Did you fall down the stairs?”

“He slipped while peeing and clobbered himself on the toilet,” Flash announced from another table. “Classic Parker.”

Peter squinted around and asked, “How long was I out?”

“You were gone for like 20 minutes.” Cindy shrugged. “Then Mr. Freeman called the teachers saying you’d fallen.”

Peter rubbed his head, feeling his scalp. There were no bumps, no bites on his head. He pulled back his full sleeves and looked down at his hands. The bites were mostly gone. The red marks were dotted all over his skin, but it wasn’t as bad as before.

“Whoa, did you get a rash?” Abe asked, pointing at the marks.

Peter thought about the spider pit and couldn’t stop the sharp shudder that ran up his spine.

“Something like that.”


	2. One Latent Period

**Summary for the Chapter:**

> “Mr. Harrington said it looked like hives all over his skin. Maybe the labs used some kind of chemical to clean their equipment and he reacted to it… I dunno.”
> 
> “When I checked his back, I found some bits of the redness broken. It made me wonder if it could be MRSA,” May said.
> 
> Ben hesitated before asking, “Is that serious? Should we get it checked?”
> 
> “Many people can have an MRSA infection and still live normally. But it’s better if we get it diagnosed. Still… it’s just a guess. His back is completely clear now.”
> 
> “I don’t want to wait for it to get worse. We can take him to a doctor for a check up tomorrow.”

**Notes for the Chapter:**

> Again, descriptions of many spiders, and anxiety towards spiders.  
> There is no image of a spider in this chapter, but I do describe how they look up close.

The drive back was uncomfortable. Peter was tired and wanted to rest but his awareness kept spiking with unwanted sensations.

He had to keep squinting to focus through his glasses. They were giving him a constant headache.

Ned peered into his line of sight.

"You don't look so good, Pete."

He dug his fingers into his eyes. The throbbing just seemed to increase. He'd never hated the back of a bus seat before. His eyes kept focusing on the scratches on the seat-back, the dirt smudge around the handle, and the lines on his own glasses.

Peter squeezed his eyes shut for a moment, taking his glasses off.

It was better now. His sight didn’t give him a headache anymore.

He frowned at the insipid pair of spectacles. It wasn’t anything special. It had a strong black frame and thin lenses. 

And Peter didn’t seem to need them anymore.

He blinked and turned to look at Ned. Ned was sitting right by him, so he was very clear in Peter’s vision. He looked around and found Michelle sitting on the other side. Back towards them, trying to find a comfortable spot on her lone seat. Her book was turned towards them.

Peter could read the words.

**[... the time between the exposure and the first signs of radiation damage is called the “latent period.” The larger the dose, the shorter the latent period.]**

“You okay?” Ned asked, probably wondering why Peter was gawking at Michelle.

“She’s reading about the biological effects of radiation,” Peter said, heart beating fast. Michelle’s book was at least five feet from Peter’s eyes. He had never been able to read anything that minuscule from so far away without glasses.

Something was visibly wrong. Pun intended.

“Uhuh,” Ned said, frowning in confusion. “Hey, the rash is almost gone.”

Peter reached up to touch his neck. Ned was right. Peter could feel the lightest of bumps left behind by the bites. The marks on his arms too were mostly gone. They had all healed within hours.

“Must have been hives,” Peter mumbled, resisting the urge to scratch the soft pink blemishes.

Mr. Harrington had phoned Aunt May and told her what had happened. This led to Peter anticipate both his aunt and uncle hovering over him for the rest of the day, waiting for him to collapse.

“I’m fine, Aunt May,” Peter said for the fourth time, slouching on the couch in their little apartment.

May and Ben exchanged looks over the TV. Peter had lowered the volume to an agreeable decibel, which was apparently too low for anyone else to hear.

“You're a little pale, bud,” Ben said, eyebrows furrowing. “How about an early dinner? You can head to bed after that.”

That sounded nice. Peter nodded, barely stifling a yawn.

In bed, Peter laid wide awake. He couldn’t sleep. The noises of the city blared through the window, slamming into his ears. He could hear the sounds of televisions from different apartments, including the _whirring_ of other electronic devices. The dark room was lit up in the colors of the night. He could see his Star Wars action figures placed on the shelf by the door. He could hear his clothes rustling because the closet door was slightly open, right by the window which was also open. He could smell his aunt and uncle’s breathing, both letting out soft snores. He could taste the detergent in his sheets. He could feel the rough drag of his pajamas over his skin and hair.

Restless energy was thrumming in him. Peter squeezed the pillow in his grip, tearing a full bit out of it.

That made everything pause for a moment. He raised his head and looked at his pillow. The fluff spilled out onto his bed, fluttering to the ground like dust bunnies.

His hands were shaking. He pushed the fluff off the sheets and got to his feet. The floor was cold and he quickly crossed the room to shut the window. Then he closed the closet door properly. 

His aunt and uncle’s snores were also getting on his nerves. Peter closed the door to his room. He usually never did that.

There was nothing else to do. A weariness was settling on him. His body was tired of having to deal with the extra input supplied by his senses.

He fell back onto the bed, hearing it creak ominously. He looked up trying to settle himself.

Peter could see the outline of the glow-in-the-dark stickers on the ceiling which had been placed years ago and had lost their glow months ago. He could hear the leaky faucet in the kitchen that was supposed to have been fixed last week. He could taste the dust in his room, floating trifle specks in the air. He could smell the one unwashed dish that his aunt and uncle must have forgotten. He could feel his heart working like a hummingbird, beating painfully against his ribcage.

It was a long night.

**~~~~~**

After hours of restless dozing, Peter woke up the next morning to his phone's alarm. It was Friday. He had a Physics test in the first period. Peter had not prepared for it.

Peter was also not prepared to find himself stuck in his bedsheets.

“What the…” he stared at the fabric, clinging to his arms. It felt glued to his skin. Peter tried to extract his hands, but the sheet threatened to tear itself apart.

He had to be dreaming. He couldn’t smell any kind of glue. What was happening?

There was a knock on the door.

“Peter? Are you awake? I heard your alarm go off.”

Aunt May had to work a morning shift this Friday. She planned to drop him off at school before driving up to the hospital.

“Yeah! I… I’m almost up!”

“Okay!,” she called. “I have to leave at 8, honey. You have half an hour.”

_Right, Peter. You can do this. You’re stuck in the sheets, you have to shower and have breakfast by 8._

At least his senses had stopped the overdrive thing from the previous night and was a notch lower. Still way higher than a regular human, he was sure. Peter swung his legs about, accidentally tearing the sheet into two parts, each piece stuck across the length of his calves.

Maybe, skip the breakfast.

The car drive to school was painful. Traffic was murder on his senses, dialing them all up to 11 and keeping it there for nearly twenty straight minutes until May took a turn away from the main road.

“Peter, you’re looking pale again,” May said, worried. Her grip on the steering wheel tightened and Peter could see the outline of his knuckles and veins underneath. Had he been able to see that before?

“Um… yeah. It’s just…” he floundered around for an excuse. “My physics test! I was supposed to revise last night.”

“Right,” May looked back at the road. “You’ll have time to look over your notes before the test, I’m sure.”

“It’s in the first period.”

May nodded. “Still… you know your stuff. Just finish how much you can. And if you still feel down, you can call Ben or me, okay?”

“I’ll be fine, May. Promise,” Peter sighed, as they turned into Midtown High’s parking lot.

She stopped the car by the stairs and immediately placed a hand over his forehead.

“May…”

“You’re cold, Peter,” May hummed, worry leaking into her voice.

Peter patted her arm. “I had a cold shower. No biggie.”

“You took your meds, right?”

“Last night, May. It was just hives, see?” Peter raised his arm. “They’re completely gone.”

She finally nodded. “Alright then. Have a great day at school! Don’t worry about the test, baby. You’re good at Physics.”

May pecked his cheek and Peter exited the car.

Usually, May’s upbeat goodbyes cheered Peter endlessly.

Today, it just left him ragged. He was supposed to have a ‘great day’ at school? That was such a high bar to reach for. It sounded exhausting.

Peter pushed open the glass double doors and was blown back by the utter chaos of the crowded school hallway.

Shoes running on the floor, chattering at a decibel surely illegal in broad daylight, the morning news announcement blaring through the speakers everywhere, kids chewing gum, lockers opening with horrendous squeaks and slamming close, metal against metal, students laughing and dragging each other to class, the bright colors of Midtown’s logo, yellow and blue splashes everywhere, the wretched odor of hundreds of people mingling about in close quarters —

Peter stopped breathing. He saw a flash of a pit filled with a thousand spiders, struggling to escape, scuttling over each other, swinging towards him, climbing over him —

He stumbled back, all the focus of his body directed towards _getting away_.

With his bag slung over his shoulder, Peter ran down the stairs, across the parking lot, and into the streets.

His strides got longer and he picked up the pace quite easily. His breathing was in tune with the movement. Berserk energy was pumping through his veins. His fight or flight reflex had been activated and he was acting upon it.

The adrenaline rush was amazing. Peter had never felt anything like this before.

He ran down the roads, going as far away from the center of the city as he could. His legs pumped faster and with the wind blowing across his face, Peter didn’t feel the need to stop to catch his breath.

The fear had bled away. He was flying.

Peter ran towards an unused part of a neighborhood, a factory building that had fallen out of use. He’d never been here before. But judging by the sounds from inside the building, he guessed nobody except for rats remained in the area.

He slowed down in front of the tall fence. The gate was shut and padlocked. Peter walked over to it, half in mind to somehow get inside. It would be _quiet_ inside. He knew that for sure.

Peter looked up the iron gate, his panting finally slowing down to a more relaxed motion.

.

.

.

Why had he run?

Peter’s shoulders dropped. Oh no. He ran away from school. The test! It would have started by now. He was missing the test!

Why did he run?!

Why did he have to follow Harry Osborn? Why did he have to sneak into a mysterious room and look into the pit full of freakin’-

Peter dug into his pockets for his phone. He had taken a picture of it. (Right before he’d fallen.)

The image on the screen was a fuzzy resolution, but it was clear to anyone if they saw it. Peter had captured a photo of a pit full of spiders in a glass tube in Horizon Labs.

He’d also taken pictures of a control panel. That was definitely some kind of experimentation. Michelle had been right about animal testing-

Peter’s head whipped up, eyes flashing to the right. He’d heard something. 

He’d heard a familiar clicking noise.

Peter stepped back, trying to scan the empty pothole-ridden roads. He couldn’t see any sign of life, but he swore he’d heard the same clicking sounds that the spiders in the pit had made.

Maybe all spiders made sounds like that.

That wasn’t a comforting thought. Peter stayed there, straining his ears to search for the clicks. It didn’t come again.

He rocked back and looked down at his phone. The image of the control panel was still open and he zoomed in. There were small screens showing graphs and numbers that made no sense since he didn’t know what tests they were running on the creepy crawlers.

There were three photos of the panel. He could only catch random phrases from the information on the control panel.

_“...absorption and scatter rate…”_

_“...significant Gy…”_

_“...trial 4b…”_

The second one was troubling.

Peter knew that Gy was a unit of measurement concerning radiation. What kind of radiation was Horizon Labs bombarding the spiders with? And they’d done this four times?

The spiders had bitten him. Peter looked at the skin of his arm. It didn’t seem any different. His little marathon had given some of his color back. It looked a healthy pink. He was normal.

Except, his eyesight was at a ridiculous strength. He could hear the rats in the abandoned factory twenty yards past the gates, and he’d just run a few miles at full speed without the need of his inhaler.

The scientists had done something to the spiders. And the spiders had done something to him.

**~~~~~**

Peter wasn’t sure if he could go back to school. It had been so loud, a fest of pain. 

His phone buzzed in his pocket. It was Ned.

“Hey, Ned,” Peter mumbled. On the other end of the line, Ned answered. “Peter! Hi, you missed the test! And the pop quiz in APUSH.”

He groaned. “Yeah… I couldn’t go to school today.”

“Oh man, is it bad? Are the hives out again? Are you in the hospital?!”

“No, no! Ned, it’s okay… I tried to come, but the moment I reached school I just felt sick all over again. So… I’m heading home.”

Ned paused for a moment. “Okay… Wait, you’re by yourself? Is that safe?”

Peter was walking home. He’d finally reached a street he recognized and crossed a road, just a few blocks from his apartment. Ben would have left for work.

“The walk is helping me, Ned. Don’t worry. I’ll text you when I reach home. I’ll probably just crash.” He rubbed his eyes. “Didn’t sleep so well last night.”

Ned gave a long sigh. “I’ll drop by after school. Mrs. Warren and Mr. Harrington were worried. Nobody called to say you’d be gone.”

Peter winced. “Right… I’ll tell my folks.”

The call ended and Peter reached home, looking forward to just fall into bed. His run had leeched out a lot of energy and he was basically dragging his feet to the elevator.

Peter was looking forward to a worried call with Uncle Ben and a few hours of uninterrupted sleep, but it didn’t go that well.

Ben was still home when Peter walked in.

“Uh…” Peter gaped at his uncle who was sitting at the kitchen table with a few papers scattered around him.

“Peter?” Ben said, taking off his reading glasses. “What happened?”

“I… wasn’t feeling well,” he said, voice high. “I tried to go to school but Aunt May dropped me off and I just felt bad again. I walked here. It sorta helped…”

Ben’s eyes widened. “You walked all the way from school!”

There was barely anymore questioning after that. Instead, Peter had to employ a lot of platitudes that he didn’t need to go to a clinic or the hospital, that he was fine, that he just couldn’t be around a thousand students whose proximity reminded him of his horrific experience the previous day.

(He didn’t say that last part out loud.)

Ben let him go to bed after having some of the leftover breakfast. Stomach digestion helped a sleepy mood and Peter sunk into his partially torn pillow, the window partially closed, the curtains fully drawn to give as much darkness as it could afford.

Still, he managed to sleep.

The sun was beginning to set when the clicking sounds were back.

Peter was hovering between sleep and wakefulness. His dreams had been muddled and unclear, but his sleep had been so heavy that it took him awhile to realize that he was still in his room, head under the sheets.

And the _clicks_ were close by.

Peter stayed still, fear rising so fast he nearly threw up. Panic was trapping his limbs. His body was cemented to the bed as the clicking sounds started emerging from all around him.

The spiders were in his room.

_Click, click, click_.

He wasn’t dreaming. It was real. This was real and the spiders were all here.

Peter couldn’t even open his eyes. He could barely breathe from the stress. He could feel thousands of tiny probing eyes watching him from everywhere.

**_Scared_ ** **.**

The word frightened him even more. It felt like a thought, but not a thought from his head.

**_Scared._ **

The spiders could sense his fear.

**_Scared._ **

They were saying the word.

**_Scared._ **

In his head.

Peter’s tongue was useless, mouth sewn shut, body absolutely rigid. He’d never been so paralyzed with fear before. The spiders from HL had made their way into his house, inside his room.

He stayed under the sheets, senses tuned in to hear the tiny clicks multiplied over and over. He could feel their movements in his room.

They must have escaped the lab yesterday, gotten out of the facility. They must have seen him near the abandoned factory in the morning and followed him home.

Peter’s aching ears listened past the clicks and into the rest of the house and heard May and Ben’s footsteps in the living room.

His heart seemed to stutter. May and Ben were here.

What if the spiders hurt them? What if the spiders came here to eat Peter and then moved onto May and Ben?

He was going to die. The Parkers were going to die today.

Something in him dislodged the primal fear silencing his voice. His tongue fell loose and Peter sucked in a deep breath.

The spiders, as one, seemed to utter a single word.

**_RUN._ **

The critters began scrambling just as Peter opened his mouth and started screaming.

It was pandemonium. Peter was still under the sheets, but he kept screaming as he heard the spiders run away, scuttling in mad haste towards the window that had laid open before he’d fallen asleep. Mounds of spiders poured out of his room, trying to get away from the humans.

Peter’s door banged open and May and Ben rushed in. The moment their hands touched his frozen body, Peter leaped out, grasping for their embrace, eyes moving about the room, searching for the spiders…

There was none.

“Peter!” May cried, clapping her hands over his sweaty cheeks. “What happened?! Are you hurt?!”

“Did you see?” Peter gasped, clutching onto Ben’s arms. “Did you see them?”

“See who?” Ben urged, sounding terrified. 

His room was a mess. No, not the mess as the way he’d left in the morning, but a different kind of mess. His books had been scattered on the floor like something had pushed them, the curtain was disturbed and displaying a bright portion of the half-open window. His action figures had been knocked over on the shelf.

Or was it his imagination? Had there been nothing in his room? Had he just heard it in his dreams?

Peter was shaking in Ben’s arms, finally bursting into sobs. He didn’t want the spiders to find him. He didn’t want to get eaten.

May and Ben tried to comfort him, saying it had been a nightmare, whatever he’d imagined. He wished it were true. He’d rather have nightmares of spiders eating him alive than have to actually go through that.

**~~~~~**

They sat up watching The Office late into the night. Peter couldn’t sleep. He kept waiting for the spiders to come out of the woodwork and launch an aerial attack on the small family.

Every time his eyes threatened to close, he snapped himself awake and tried to focus on Jim and Dwight’s latest tiff. To calm his nerves, Peter kept sniffing softly, working to get the scents of his aunt and uncle, sitting on either side of him. Peter was half lying on May’s shoulder, his feet propped up on Ben’s legs.

If he concentrated, he swore he could hear her heart. The beats were slow and measured. She was mostly relaxed and content.

Peter closed his eyes, snuggling into her till she managed to get him to place his head on her lap.

While Pam suffered Michael’s antics, Peter unwittingly drifted off gradually, breathing in the smells of his family…

It’s not weird at all.

Sometime later, May and Ben whispered to each other. Peter wasn’t sure if he was dreaming. There was something heavy and warm over him like a blanket. 

“... isn’t using his glasses.”

“I think it’s giving him a headache,” Ben murmured.

"He walked all the way home?” May asked.

“Yeah. From Midtown Manhattan. He reached before lunch.”

“He hadn’t eaten breakfast. Just grabbed a piece of bread. Didn’t even toast it.”

“What sort of allergy is this? Whatever happened on that field trip, it’s still affecting him.”

“You think so?” May’s voice dipped so low, so worried, Peter stirred in concern. Somebody ran a hand through his hair, combing down the tangles. He settled.

“Mr. Harrington said it looked like hives all over his skin. Maybe the labs used some kind of chemical to clean their equipment and he reacted to it… I dunno.”

“When I checked his back, I found some bits of the redness broken. It made me wonder if it could be MRSA,” May said.

Ben hesitated before asking, “Is that serious? Should we get it checked?”

“Many people can have an MRSA infection and still live normally. But it’s better if we get it diagnosed. Still… it’s just a guess. His back is completely clear now.”

“I don’t want to wait for it to get worse. We can take him to a doctor for a check up tomorrow.”

May’s hand slowed, her finger pads still pressed to Peter’s temples. “What about the night terror?”

“You think that’s what it was?”

“He’s had them before.”

“I really think it’s just a nightmare.”

“But the way he was screaming…”

May’s heart rate climbed. Peter pressed his nose by her knee, unable to stifle a whimper. She resumed patting his hair.

“We can bring it up to the doctor. Just to be safe,” Ben said and the matter was done.

Peter didn’t hear anything else, but when he woke up the next morning, it was bright and early. He was in his room, which was devoid of spiders.

There was a vigorous energy in his body. His limbs were oddly free and his head was light.

He sat in his bed, listening to the sounds in the apartment. May and Ben were making breakfast. It was a Saturday, so May’s shift started only in the afternoon but Ben would stay home the whole weekend. Peter couldn’t hear anything untoward. No clicks, no scuttling, no squealing.

May and Ben were at the kitchen table when he walked out of his bedroom. The strong smell of buttered toast made his stomach growl.

“Peter!” Ben’s eyes lit up. “How’re you feeling now?”

Peter rubbed his face. “Okay. Better, I mean. I slept a lot.”

“That’s good,” May cheered. “Sit down, hun. Let’s have something light.”

Peter dug into his breakfast. He thought that he was too drowsy to eat much, but the more he ate, the hungrier he felt.

He was on his way to finish the entire loaf of bread when May slowly placed a full bowl of oatmeal in front of him. That smelled wonderful, so Peter immediately abandoned the toast and started on the oats.

Ben sat back, impressed. “Wow. I’ve never seen you eat that much.”

“Hungwy,” Peter said through the food in his mouth. May patted his back.

“You look good, Peter,” she said, quite happy. “Got some color back.”

“Yeah! I feel good too,” he said. “Like… really good.”

Ben nodded. He shared a look with May. “Still, let’s just go for a check-up before noon.”

Peter looked up, baffled. “What? But, I’m fine. I mean, yesterday got bad, but I’m totally fine now!”

May sat on the chair beside him. “I know you’re fine now, sweetie, and I’m glad. But let’s be cautious. You were too tired to go to school, but still walked back home.”

“It wasn’t that far.”

“You walked through Manhattan, Brooklyn, and Queens to get home.”

Peter started. Did he? Right. His school was in Midtown. But… it didn’t feel that far away. He knew the route well enough that he could walk, but had it been so far? It took only a couple of hours.

“The walking helped,” Peter said.

Ben nodded slowly. “That’s good. Still, it would really make me, your aunt and I, feel better if we got you checked out. Just to make sure.”

Peter figured he couldn’t get out of it. But he really was feeling good. Which meant it probably wouldn’t be any harm for him to get looked at.

He agreed and they left for the doctor as soon as he’d showered.

The noises of the city weren’t as sharp or overpowering as before. While it still was strong, his senses were more manageable now. He turned his attention to the songs on the radio, listening to the layers of music, the artists' vocals, their breathing, and the underlying static.

Peter's relaxed phase ended the moment they parked outside the small hospital. He froze in his seat, feeling a sharp nudge at the nape of his neck.

May and Ben didn’t seem to notice anything. He immediately looked around the area. Nothing seemed out of place. He couldn’t hear the clicks of the spiders, couldn’t see anything dangerous.

It took a lot of motivation to exit the car and head into the building.

The usual Parker family doctor was out. But the receptionist directed them to a new sub.

Ben placed a hand on Peter’s shoulder. “Pete, you okay?”

No, Peter thought, hating this horrible feeling. Something was out of order. They needed to leave.

May held Peter’s hand, unaware of the storm brewing in his head. They sat in the small office and Peter swung his legs about in nervousness.

“A quick check-up and we’ll go straight back home,” May promised. “You sure you don’t need your glasses?”

Peter shook his head. His eyes were trained at the door. He could hear footsteps on the other side. Could hear the voice of the temporary replacement for the usual doctor.

The door opened and a tall man in a lab coat walked through, smiling politely at the Parkers.

Peter stared at his short red tufts and receding hairline, at the way he held a notepad, the way the doctor met his eyes. _He’d seen this man before._

This was the scientist who had spoken to Mr. Freeman and Harry inside Section #11-580 in Horizon Labs.

“I’m Dr. Ian Montoya,” he introduced himself. “Dr. Tyler is out for the week, so I’ll be handling his calls and regulars. Parker, is that right?”

“Yes,” Ben responded, completely at ease. “This is my wife, May, and our nephew, Peter. My name is Ben.”

Peter swallowed harshly. The presence of Dr. Ian Montoya set his senses into overdrive again. Peter could not trust him. He stayed mum and responded with nods and shakes of the head at any question asked. 

“Shy, isn’t he?” Dr. Montoya asked Ben and May who gave courteous shrugs and smiles. 

Peter got his skin examined and his breathing checked.

“Your heart rate is slightly low,” Dr. Montoya said, hooking the stethoscope around his neck. “It’s not a concern, don’t worry. What I am curious about is your eyes, Peter. You said he wears glasses?”

“He hasn’t been wearing them since yesterday,” Ben piped up.

Peter swung his legs nervously from his high perch on the chair opposite the doctor.

“Are they giving you a headache, Peter?”

He didn’t look up. May answered, “They did. He was nauseous yesterday.” 

Dr. Montoya smiled. “The power can change abruptly at this age. He’s probably due for another eye-test soon.”

Peter observed the man’s shoes. They were strangely muddy at the edges. Did a doctor’s shoes get dirty like that?

“We can stop by the optometrist on our way back,” Ben agreed.

“Yes. Everything else looks good. Do you know how to check his resting heart rate?”

“I do,” May said. “I can do that tomorrow morning.”

“Good. You’re in the pink of health, Peter,” Dr. Montoya grinned. Peter didn't respond. He was starting to grow very weary of him. He couldn’t wait to leave.

“Oh, and my wife said something about MRSA?” Ben asked.

“Right,” May looked at Peter. “Sweetie, can you show the back of your neck?”

Peter slowly pulled the back of his t-shirt down to display the skin between his shoulder blades.

“This part was quite sore here,” May tapped the area. “It was red, not really inflamed. But the skin was broken. Peter says he didn’t scratch it.”

Dr. Montoya examined the patch. Peter clenched his fists. He’d never before felt the urge to willingly shove someone away as he did now. Incredibly, Dr. Montoya didn’t touch his skin, so Peter relaxed infinitesimally.

“Does your skin hurt, Peter?” he asked, sounding appropriately concerned.

Peter shook his head. Nothing hurt except for the alarm bells ringing in his head.

“MRSA is a bacteria that can live in your skin. But since everything looks healed here, I would say there isn’t an infection. Just to be clear though, I will recommend a blood test. It’s an effective and swift method to see if you’re clear or not.”

Peter’s brain seemed to short and smoke.

A blood test. That’s what he wanted. Dr. Montoya wanted his blood.

The spiders had bit him thousands of times, all over his body. If there was no drastic outward indicator of it, the blood would reveal what changed.

“No.”

All three adults seemed surprised.

“Peter?” Ben asked.

“No. No blood test. I don’t want that,” Peter said as firm as he could. His voice still shook though.

Dr. Montoya looked amused. “I won’t take too much blood, Peter. It’s the fastest way to find if there is an infection -”

“I don’t want a blood test!” Peter protested. “I’m fine. I just wanna go home!”

“Peter, honey!” May caught his arm. “It’ll be okay. It won’t hurt -”

“No!” Peter’s frustration made his eyes burn. “I wanna go home!”

“Okay, alright!” Ben placated him quickly. His uncle could never bear to see Peter cry. “No blood test. Maybe we can try something else?”

May’s shoulders dropped. “How about a swab?”

Dr. Montoya looked at her. “There is no wound to collect a swab from, Mrs. Parker. I strongly suggest a blood test -”

“You can swab his nose,” May said. “That’s doable.”

Peter tensed. His nose? Will the man be okay with that?

Dr. Montoya did not seem okay with that.

“I really recommend a blood test -”

“I’m aware we can get a swab done from his nose,” May did not budge. “If he doesn’t want a blood test, we can do this.”

“We’ll have to wait for the results -”

“That’s fine.”

“But if there is an infection, we need to know -”

“It’ll take no more than 2 days,” May said. “We can wait that long. His wounds healed, so I think there is no infection, but the test is just to confirm that.”

“Mrs. Parker -”

“Yes, Doctor?” May glowered at him head on.

“Okay,” the man finally said. 

They left the building. May was fuming. Ben was quiet. Peter was shaking.

“I don’t like him,” she declared as they got into the car.

Peter nodded.

“Maybe he’s new to the job,” Ben suggested.

“Still, being a pediatrician is no easy pace,” May argued. “Dr. Tyler would never have done that.”

“Thanks, Aunt May,” Peter mumbled, once he buckled in. 

May turned around to watch him, eyes growing soft. “You’ll be fine, Petey.”

**~~~~~**

Peter was fine. May took him to the hospital she worked at to get a swab analysis done. He was glad that they didn’t go with Dr. Montoya’s suggestion. The results came back negative for MRSA. Peter was whole and healthy.

And his eyes were perfect.

“So, you’re really not wearing contacts?” Ned asked in a hushed voice.

He was back in school. The noises of the classroom and hallways were at a ridiculous volume, but Peter was able to handle it by focusing on one or two calming sensations around him. 

“That’s so amazing!” Ned continued.

Case in point, Ned Leeds.

“I mean, you were two steps away from soda bottle glasses, how’d you get that fixed without surgery?”

Peter shrugged. “I dunno, man. I just got some headaches and stuff and then the next day I didn’t need the glasses. The doctors were also confused. There was this guy who thought that… that _puberty_ was why my eyes got fixed.”

He whispered the word ‘puberty’.

Ned gasped. “Oh man! Everyone I talked to always said puberty sucks! I didn’t know it could fix your eyes!”

Peter smiled. He felt taller too, walking down the corridor. He was at eye level with the padlocks on the lockers and didn’t have to stand on tiptoes to observe the combination anymore.

A shadow fell across his shoulder. Peter moved to the side on instinct just as Flash barreled into the vacated space.

Flash narrowed his eyes. “Where’s your glasses nerd? Did you break ‘em?”

“No,” Peter sighed. He and Ned picked up the pace. Flash followed them.

“Well, you missed the test on Friday and the pop quiz. Which means the rest of us has a chance of fixing the curve. What happened? Did Physics psyche you out?”

Flash sounded more annoyed than concerned (as he always did). Peter shook his head and Ned smirked.

“Just because you get psyched out by physics, doesn’t mean we all do.”

“Yeah right, Leeds,” Flash scoffed. “I saw you turn in your paper early. Did you give up?”

Ned ignored the jab. “We’ll get the results tomorrow. You can see for yourself then.”

Flash snorted and dropped his bag in his usual place in Algebra. Peter and Ned took the row behind him and Michelle dropped in the seat beside Peter.

“Hey, loser. Where’s your glasses?” She tilted her head at him while he scrambled to get his books out and answer her at the same time.

“Uh… I don’t use them anymore.”

She squinted before turning back to the board. Michelle wasn’t the only one to ask him about the lack of glasses. By the time the last period rolled by, Peter had a short script made in his head for anytime someone asked him.

PE was the last class of Monday. To make it interesting, the coach let them divide into groups of their choice and play any indoor school mandated sport.

The students were excited and immediately broke into their usual cliques. Michelle firmly sat on the bleachers with a book and began stretching her ankles in an attempt to show that she was doing warm-ups. Flash and some of his friends took up dodgeball while Ned and Peter separated into a group of two and dribbled a basketball between each other.

“Hey,” Peter said as Ned passed the ball to him. “Do you remember Harry Osborn?”

“Harry? Yeah! He went to elementary with us.”

“Right. He might have been at Horizon Labs. I think I saw him.”

Ned looked up, excited. “Whoa, really? He's back from England?”

Peter shrugged. “I’m not sure. I think it was him. There was a boy there and Mr. Freeman called him ‘Harry’.”

The ball bounced between them. Peter caught it, thinking about how it had been because of his zeal to follow Harry that landed him in the room.

In the pit.

“That’s so cool!” Ned cheered. “Maybe he’s back for real. We should check Twitter.”

“I don’t have Twitter,” Peter said, trying to pass the ball back to him. It didn’t work; it stayed in his hand.

“What the—” Peter stared, incredulous. The basketball was stuck to his palm.

Ned stood up from his crouch. “Peter?”

Peter shook his hand. The rough surface of the object was firmly attached to his open palm. “It’s stuck!”

“What d’you mean it’s stuck?”

“I mean it’s stuck! It’s not coming off.”

Ned blinked and Peter felt very stupid, dancing about in the gym, trying to dislodge a full size basketball from his medium sized palm.

“How are you doing that?” Ned asked.

Peter groaned. Why was this happening, first the sheets now—

A short spark prodded him in the back of his neck. Peter didn’t even think. He dodged to the side just as a striped ball zipped through the air, racing past his head. It hit the wall and bounced down safely.

Ned’s jaw dropped. “Flash!”

“My bad,” Flash called out, jogging towards the pair. “Nice reflexes, Parker.”

He picked up the ball and went back to his group like it was nothing.

“Jerk!” Ned glared at him. Peter’s pulse was still thundering. He’d felt the projectile before even hearing or seeing it. If it hadn’t been for that little jab in his neck, he could have been knocked out by the dodgeball.

The basketball finally unglued itself and fell.

“You okay, dude?” Ned asked, stepping closer to him, not sure whether to look at the ball or his friend.

Peter swallowed, nodding. “Yeah.”

No. Peter was not okay. Adrenaline was still rushing through him. He needed to run. He needed to escape like he’d done on Friday. Run and keep running till he reached somewhere no one was around.

His hands were shaking from the energy. Ned looked worried.

“You look like you’re gonna be sick,” he said.

“Yeah, I think…” Peter swallowed again. He had to leave.

Turning on his heel, he rushed out of the court and headed for the main hallway. 

Peter was gasping by the time he reached the large doors and pushed it open for some fresh air. He kept sucking in deep breaths.

What was wrong with him? Why was he freaking out? He didn’t get hit, he’d dodged the ball, this was good, it was supposed to be good!

Peter placed his hands on his knees, trying to calm his racing heart when he heard it. That sound. The clicks.

His sweat turned cold and Peter shuddered. He tried to discern where the sounds were coming from. 

_Click, click, click._

Outside.

Peter had half a mind to just start yelling for the teachers, when he realized that the clicking sounds were lesser in number. He heard the grass rustle by the stairs outside. Peter peered over the banister and found a dozen or so tiny spiders, trying to hide in the tall blades of grass.

He could see them from a height of ten feet. 

He was easily able to see them looking up at him, rubbing their front legs together to produce a very low ‘clicking’ sound every time the hairs brush.

Peter studied them. He could count only 14 spiders in the lawn. They were the same ones from Horizon Labs. Each spider had six eyes and every single one of them were looking up at him.

**_Scared?_ **

Peter’s head jerked back. That was a question. A word echoing in his head.

A question asked by the spiders.

**_Scared?_ **

Peter gripped the railing. He should leave. He shouldn’t be talking to spiders.

**_Yes_ ** , he thought. **_I am scared._ **

They looked back at him.

**_Us too._ **

Maybe that was the important bit. Maybe that was what mattered. Peter was a human with a connection to everyone in the human world. The spiders had been in a glass tube, under experimentation. They were under the thumb of every human that came before Peter.

They were scared as well.

Under the fear, under the helplessness, Peter felt something else grow. A modicum of wonder. He looked down at them and tried to… like, project his thoughts.

**_Others?_ **

The spiders skittered, excited. Peter couldn’t help his smile. They were communicating.

**_Ground._ **

Peter looked around the lawn - **_Underground?_ **

The spiders clicked - **_Down ground._ **

He took a deep breath. Do or do not. There is no try.

He walked down the stairs and headed for the lawn. The grass crumbled underneath the soles of his shoes. He knelt down and the spiders huddled together, their fear rising again. Peter placed a hand on the ground, palm up, trying not to move too much to set them off.

They shifted about. From this closer vantage point, he could see their eyes dart around relentlessly.

One of them ambled forwards. Peter stayed still, waiting as the spider carefully moved each of its limbs, meandering through grass taller than its tiny body.

There was something adorable about that.

He waited till the spider touched the side of his thumb. It avoided his fingers and quickly climbed up his palm.

The other spiders squealed a little, clicking rapidly.

Peter thought - **_I’ll lift you._ **

The spider looked up, raising its two front legs - **_Yes._ **

He very carefully raised his palm, higher and higher. The spider scuttled around. He could feel it’s tiny hairs on the bottom of its legs rapidly brushing against his skin.

Peter held his palm at the same height as his eyes. The spider no longer had to crane its body to observe him.

It had three blue zig-zags running down the back of the all black body, reminding Peter of the lines on a squirrel’s back. The color didn’t stand out as much against the black, but the close up showed it very clearly. Its six eyes were focused on both of Peter’s, darting from the left to the right.

It said - **_human_ **.

Peter kept his mouth close but gave a smile - **_yes_ ** _._

The spider lowered its body to his palm’s surface. The hairs on its belly tickled his palm. Peter grinned.

It flinched a little at the sight of teeth, but didn’t move.

Peter watched him - **_brave_ **.

The spider preened. It really was brave. It was looking up at a giant, whose kind were known to always crush or hurt its species.

Peter looked down at the other spiders on the ground who had been moving forwards in morbid curiosity. He placed his other hand on the ground and the spiders waited only for one second before climbing up his entire hand.

There were fourteen spiders sitting on him. Their little legs were scuttling up his arm. Peter felt a shudder run through him.

One of the spiders looked startled - **_scared?_ **

He nodded slowly - **_little_ ** **.**

**_Why?_ **

The arachnids exhibited a range of emotions. Confusion, wariness, fear, and disbelief.

**_You bit me._ **

They blinked at him - **_you hit us._ **

**_I fell. Sorry._ **

Peter wondered how they could understand such complex emotions. Studies had shown that many kinds of animals simply didn’t experience or even understand emotions at the level a person could.

The lone spider, the brave one, seemed to understand - **_Accident_ ** **.**

Yes. It was an accident. Peter couldn’t believe that sneaking into a room could lead to him talking with spiders. Then again, in a world of Avengers and aliens, clearly anything was possible.


	3. Lone, Brave Act

**Summary for the Chapter:**

> “You’re on the ceiling,” Ned helpfully pointed out.
> 
> Peter was an idiot. He dropped to the floor, twisting in mid air and letting his feet touch the ground in a swift move. “No, I’m not!”
> 
> “You were!” Ned cried. “Oh my god, you were on the ceiling! And who were you talking to?!”
> 
> “No one! I wasn’t talking to anyone!”
> 
> The spiders quickly picked up on his fright. They began moving around the room skittishly. Danger? Human? Danger?
> 
> “No, no danger! Ned’s good!” Peter gasped, searching the room to check for any of the crawlies that might think to jump on Ned.

**Notes for the Chapter:**

> Lots of spiders in this one. But Peter warms up to them now. Check end notes for chapter warning.

The moment the last bell rang, Peter tried to escape school. Ned caught him just as he was out the gate.

“Wait, wait for me!” Ned cried and Peter panicked. He couldn’t tell Ned that there were spiders currently cowering underneath his jacket, sticking to his arms, and even hiding in his school bag. They were terrified of other humans and preferred to remain out of sight at all times. 

Still, they wanted to be by Peter. That gave him a warm feeling. They trusted him.

“Sorry, Ned,” Peter said, trying to think of an excuse. “I have to go home. Ben’s been needing me to… uh, clear some of the shelves. We have a lot of those Olympiad books that should go into storage.”

Ned’s face lit up. “I can help! My cousin might like some of those. If you don’t need them, I can take ‘em off your hands.”

“I can drop them tomorrow!”

“Yeah, but-”

“I just have to leave right away,” Peter said, apologetically. “I’ll see you tomorrow?”

He was already turning around and running towards the subway. Ned yelled, “See you!”

It wasn’t that Peter thought he couldn’t tell Ned about his terrifying new secret (well, it was partially that), but it was because the spiders kept shunting away from any human Peter came close to.

Which meant, taking the subway would be catastrophic for the little crawlies.

Peter switched directions as soon as Ned was out of sight, heading for the roads. He didn’t want to waste money on a cab. The driver might not even want to allow him in if they thought there were spiders on him.

After a quick deliberation, Peter whipped out his cell to bring up a map of the city. He plotted a course to home, trying to find the least taken routes and alleyways that he could use.

He began walking south, weaving in and out of traffic. People were everywhere, but Peter tried to give himself as much space as he could. Still, shoulders were brushed, arms were touched and the spiders huddled closer.

**_Hungry._ **

Peter looked down at his wrist. One of the spiders, the lone brave one, was peeking out of the sleeve of his hoodie. It was cute.

“You’re super brave.” Peter whispered. “I should give all of you names. Wait, what do you eat?”

The spiders thought for a moment - **_flies_ ** **.**

They all began to chant - **_flies, insects, meat, meat!_ **

Okay. Food for 14 spiders shouldn’t be too difficult. They may not even eat much. Peter had just crossed an alley when he heard numerous _clicking_ sounds. He stopped.

One of the spiders on his arm chirped - **_Hungry. Everyone hungry._ **

Oh no.

He immediately backtracked, ducking into the small, gritty little alley. There wasn’t much here. Just some abandoned carton boxes that was covered in moss, a broken bicycle that was beyond rusted, and about a _thousand spiders_ hiding very neatly in all the mess.

Peter listened to the quivering mass in disbelief. They were frightened of the city noises, but began to calm down at his presence. They were all hungry.

Where was he going to find food for them all? Meat? Insects? How could he just find enough flies to satisfy this many tiny bellies?

Peter had a half a mind to google spider feeding habits. He would have done that if it weren’t for Dr. Ian Montaya.

The man had been in Horizon Labs and also held a day job as a pediatrician in the same clinic the Parkers’ family doctor worked in? That was too much of a coincidence.

Peter was being watched. He just wasn’t sure if it was only by one person or by a whole team of evil scientists.

The spiders chittered unhappily. Peter let out a soft hushing voice, trying to quieten them. He needed to get food. Think, think, think.

Yes!

“Alright, crawlies,” Peter whispered. They perked up, sensing his jubilant idea.

“We’re not so far from Mr. Delmar’s store. Can you make your way four blocks down?”

They let out rapid clicks and Peter could sense the anticipation in them. He looked around before exiting the alley.

It was such a strange sensation. The spiders on his hands were skittering up and down his skin. He could feel their hunger, rumbling through the hairs on his arms. They hadn’t eaten since he’d accidentally released them out of Horizon Labs. Nearly four days of hunger. No wonder they were so skittish.

“Ouch!” he jumped, feeling a few spiders biting him on the inside of his elbow. He had to hold back the urge to smack at his skin.

“No biting!” he hissed at them. The spiders gave a mournful chirp, withdrawing their teeth.

Peter crossed a road under one of the overhead subway tracks and headed straight for Mr. Delmar’s grocery store. Sandwiches weren’t the only things supplied here. There were hotdogs, bratwurst, burgers, and donuts.

And the amount that was thrown out was also ridiculous. Maybe not as much as a chain of fast food restaurants would get rid of, but still, probably enough to feed a tiny army (of tiny spiders).

The alley behind the store was slightly wider with two dumpsters, half filled with leftover meat that had already started to rot. The stench was incredible and it was clear why nobody loitered around the place. The spiders began to slip in from the buildings, gathering over the wall behind the dumpsters resembling a psychedelic painting. He checked the area for cameras and found none. The spiders also listened with their keen senses and heard no ‘whirring’ of electronics nearby.

Peter put up his hood and kept an eye at the entrance of the alley while he led the spiders to the food. “Alright, my pretties. Feast.”

The spiders blinked their many, many eyes. Peter’s own sensitive vision could focus on every single eye that looked at the stinking garbage and then back to him, as though saying, ‘Really? You want us to eat from garbage?’

They lingered around the dumpster, scattered around the entirety of it, but not touching the remains. The stench was making Peter’s head whirl and he had to take a step back to rethink the idea.

What else could he feed them? Maybe they preferred fresh prey, but it wasn’t as if he could just wander in a store and get a hundred canned flies for the hungry critters.

The spiders were restless now, scattering away from the rotting meat. Peter’s eyes were watering now and he immediately reached up to shut the dumpster.

“How many flies would I need to feed all of you?” Peter whispered to the walls. The spiders jumped over each other, trying to get to him. He sighed, letting them crowd over him, forming a mound over his body. The tiny legs scuttled over his skin. 

Many of them began to bite him.

“Hey! Hey, stop that!” Peter shuddered, shaking the hungry arachnids off him. “I’m thinking! Let me figure it out.”

The brave little spider jumped onto his shoulder, clicking madly. The spiders stopped biting, and he could feel the remorse flooding through.

“It’s okay,” he sighed, pulling back his sleeve to check his skin. His forearm was littered with small bite marks again. The skin was swollen and red, but they didn’t hurt as much. 

Think, Peter, think. Spiders ate live prey, or recently dead ones. Most species barely drank water, because they just received liquid nutrition from the food. 

The spider climbed over his hand and Peter held him up to eye level. 

“You don’t have a full set of teeth, do you?” he asked, trying to check past the miniscule fangs. The little arachnid gave a soft squeal.

That’s what the spiders needed. They needed to feed on live prey, wanted to sink fangs and inject venom to paralyze the food, wanted to wrap it up in webs for storage. Maybe Peter could break into a meat slaughterhouse? Veal should be good enough for his brood, shouldn’t it?

He shook his head, trying to regain his senses. Break into a place - what was going on with him?

The spiders began to lightly squeal - **Hungry! Hungry!**

“I know,” he tried to placate them. If he had to take care of all thousand spiders, it was a long term commitment. He couldn’t cut corners, especially not with their food. 

The wind blew westward and Peter felt the spiders suddenly tense. They slowed their crowding and began to scramble about in the alley.

“Shh!” Peter tried to calm them, it worked momentarily so he could find out why they were so agitated.

**_Human! Human! Human!_ **

The screeching went through his head. He winced and held on to the word - **_what human?_ **

Peter turned about and found no one else on the pavement. The dumpster was at the dead end of the block. People wouldn’t accidentally walk up to the alley. He walked up to the opening and poked his head out, trying to hide his face in his hoodie as much as possible.

There were a few pedestrians near the entrance to the diner a few ways off. None of them had noticed him. People were mostly walking right past the diner, intent on reaching their destination.

One man was standing at the corner of a bus stop. Unlike a few others waiting for a shuttle, he was instead just looking around the general vicinity of the alley. He was tall, had receding red hair, and wore a very suspicious trench coat.

Peter’s first thought was a complete deconstruction of why a threatening individual would want to wear a trench coat in public if they didn’t want anyone to know that they were up to no good. 

His second thought was unbridled panic.

No, no, no. Peter retreated into the alleyway and pressed his back to the wall.

Ian Montoya was following him. This was proof. The stint as a doctor trying to help him was just a sham. This man had been responsible for the spiders, clearly conducting experiments on them, and was now trying to get them back.

**_Danger!_ **

Peter agreed with the crawlies’ cry. Dr. Montoya was dangerous.

He peered around the edge to get a good look at him. As Peter watched, Dr. Montoya slowly turned to face him head on.

Peter inhaled. The man could see him! He had to hide.

Some spiders crowded around Peter’s feet. Some climbed up the walls, approaching him from all corners. Peter tried to think. How could they get out? The alley had only one way in. The walls on the three sides were tall, at least four floors up. Peter couldn’t just crouch behind the dumpster could he? Where would the spiders hide?

**_Climb!_ **

He looked up at the spiders on the wall - **_what?_ **

They chimed in unison - **_climb!_ **

Peter looked up the dingy wall. No way.

**_Human close!_ **

The spiders on the ground began scuttling up the wall. Peter watched them place one leg on the brick surface, their entire weight easily moving with the legs sticking to the wall.

Oh.

He could hear Dr. Montoya’s footsteps. He was crossing the road.

Could Peter do this?

He thought of the torn bed sheet and the basketball. They had gotten stuck to him. Oh my Thor, he was sticky!

Peter shot a panicked look towards the spiders. The footsteps were louder. Dr. Montoya was crossing the diner.

Nothing else for it.

Peter carefully placed the tips of his fingers on the wall, pressed till he felt a soft pull. He pressed the upper sole of his shoe to the wall as well and arched up, quickly grabbing for the wall with his other hand.

And he climbed.

By the time Dr. Montoya reached the alley, there was nobody waiting for him.

**~~~~~**

Peter was panting in exhilaration. He’d just climbed a thirty foot tall wall and was now leaping from one building terrace to another.

He landed in a crouch on his tippy toes, and immediately took off, boundless energy thrumming through him. The spiders were scuttling on the roofs, some chirping in joy, a few squalling in worry.

Peter ran to the edge, legs pumping, knees braced, foot planted on the parapet wall for him to take off, ten feet into the air far too easily. He flew in a curve and began his descent, blood roaring in his ears, wind ruffling his hair, an elated show of teeth filling his face.

He felt gravity rapidly take over and braced for impact on his toes again, landing gracefully on the terrace of the next building.

He stopped there to take a few deep breaths. 

“That was amazing!” He blurted to the spiders that reached him, immediately forming a large flat circle around him.

**_Jumping spider._ **

**_Flying spider._ **

The tiny squealing made him grin. He sat down, cross-legged and let the spiders climb over him. They covered his legs and arms, some sitting on his hoodie, some crawling under his clothes. Their skittering legs tickled him. Some spiders preferred to settle in his bag, dipping inside or scuttling on the open zipper line.

It didn’t feel weird to sit there surrounded and covered by the tiny critters. They were sweet and excited to spend time with him. How could anyone think of such ill will towards them? How had he been so afraid of spiders before?

Peter recognized the lone, brave spider from before, trying to headbutt his thumb. He laughed and raised his arm.

“I thought of a name for you! You can be… Solo!”

Solo didn’t seem to recognize the dignity of a name, but chirped nevertheless, scuttling on his palm and glowing.

He picked out a few more spiders, naming them Luke, Leia, Han, Chewie, Poe, Finn… and one even got the title of Anakin.

“Are you black widows?” Peter asked the spiders. “You look the same, so you’re all the same species. But I guess, you would have killed me in a single bite if that were it. Let’s check!”

Foregoing his initial reluctance, Peter began to google types of spiders and looked at the image results.

It was so wonderfully strange to look at photos of spiders and not be freaked out. Peter couldn’t see what had scared him before. He could only find the differences from his adorable little crawlies. 

The ones that were bigger than his spiders looked like a threat. The tarantula was foreboding, the wolf spider caused uneasiness, and the black widow was tiny and remarkably the worst.

Peter shuddered but kept scrolling. He couldn’t find any spider that resembled the ones currently exploring his hair. He was no spider expert, so he couldn’t say if these were created somehow in a lab or experimented to such a degree that they changed species.

And then he hit the real nightmarish fact about spiders.

**[It is a common misconception that female black widow spiders only eat their male counterparts after intercourse. The female specimens also choose to eat the males if the mating ritual goes awry. Cannibalism in many spider species is more frequent in the wild than expected. It has been observed that certain spiders will not hesitate to prey upon members of their own species when threatened by starvation.]**

“What?!” Peter choked, eyes boring at the screen. “I can’t belie - did you eat each other before you found me?”

The spiders began clicking in confusion. Peter groaned. It was like trying to deal with a thousand babies who barely understood a few words and hated their veggies.

“Okay, okay. We need to learn more about you,” Peter sighed. “I can’t just send you away on your own. What if someone sees you ransacking every dumpster for flies from here to Long Island?”

The spiders began chirping an answer immediately - **_Eat human! Eat human!_ **

Peter blinked. “Cool. Glad there was no hesitance on that response.”

The sky had been slowly turning purple and dark clouds dotted the sky. Peter rubbed the back of his neck as he stood up. “Oh man, I should have been back ages ago. But Ben works late now...”

**_Ben? Ben?_ **

“Ben’s my uncle. Nice human. Don’t eat him.”

**_No eat nice Ben._ **

“No eat nice May too,” Peter agreed, trying to recall if she had a late shift that night. He had maybe an hour to safely reach home. He needed to get proper food for the spiders before they began to bite him again.

Ten minutes later saw Peter and his clutch of spiders sneaking into a questionable neighborhood with a butcher’s store that was at its busiest time of the day.

“This is so not kosher,” he muttered, crouching on top of a roof to peer down at the brightly lit shop. He could smell the meat and blood, and hear the blades coming down on helpless pigs and chickens. Rapid heartbeats were cut off with every heavy chop.

Peter flinched and sat on the dirty floor of the roof. The spiders were jittery, able to sense the fresh meat from the store below. But they didn’t dare leave the roof without Peter’s okay. He could feel their energy, thrumming in their tiny bodies, building up and heightening their hunger and adrenaline.

Twilight had fallen, but Peter could see each and every spider on the dark roof. He definitely couldn’t let them enter the shop. If the people saw them, there would be pandemonium. 

The back door to the store was half open with one of the workers leaning by it, for a quick smoke break. He was busy scrolling through his cellphone.

“Stay here,” Peter whispered to the milling spiders. They chirped and clicked, anxious.

He snuck down from the roof by clinging to the side wall in the darkness. It was difficult to climb down smoothly. His fingers kept getting stuck to the paint, peeling off the layers at the worst times. Ten feet from the ground, he leapt from the side to cling onto the opposite wall. The worker didn’t even look up.

Peter crawled down to the open door, listening keenly to the commotion inside. He could smell the fresh meat from the closest shelf, recently killed. He carefully scuttled into the store, staying on the ceiling and out of sight.

Most of the workers were in the front of the store, handling the customers. The back room was unbelievably empty. The large walk-in freezer was just to the left and Peter dropped to the floor carefully. He had to be fast.

He yanked open the door and zipped inside into the icy room to grab the first dead pig that smelled the bloodiest. There were many hanging from hooks and freezing. Frigid vapor filled his lungs as Peter unhooked the large pig. He had no idea if it would be enough for all his spiders, but he didn’t have a choice. 

Peter slung the pig’s rubbery body over his back and exited the ice box to immediately close the door and jump back onto the ceiling. He crawled out the back door, staying hidden in the shallows to keep out of sight of the worker still oblivious.

The spiders were clicking, excited by the fresh smell.

Peter crawled back up the wall and deposited the pig onto the roof with a pant. “Round two, darlings. Feast!”

Yikes, bad choice of words. Too creepy.

The spiders practically dived on to the pig. They enclosed the entire body till Peter couldn’t even see the pig anymore. He could hear them bite into the thick skin again and again even though it was dead.

Peter could only look. He had _broken_ into a building and _stolen_ something. He was a trespasser and a thief. Peter had never stolen anything in his life before the spiders. Not even when Mr. Delmar left an extra pickle on the table when Peter’s sandwich was more squished than pickled. Not even when someone had dropped their wallet right by his locker and Peter unhesitantly gave it to Lost and Found.

Peter stepped back, hoping they weren’t making too much noise. It was a horrific sight. The spiders weren’t biting off tiny chunks of the flesh, but were instead sucking the juices through the insane grip of their fangs on the skin.

“Give your siblings a chance,” Peter chastised when some of the spiders stayed on the pig for too long. “You’re all hungry, I know.”

The pig's body was shaking under the weight of the spiders. Peter cringed when he could smell the decaying insides. The spiders were finally done with it and even though the pig looked normal pinkish-grey, Peter's ears picked out the crackling husk of its innards and his nose could smell the odor of 'deader than dead'. It was soul sucking.

The spiders chirped, proud of how they’d decimated the prey. He knew he ought to worry. The incredible speed of their feeding would have frightened anyone. But he could feel the air of absolute relief permeating through every arachnid and, subsequently, himself. 

Peter sighed. Since there was no dearth of chain stores, butcher shops, and meatpacking stations in NYC, he knew they’d be fine. But if they had to do this regularly, scoping out the right places for freshly killed animals, avoiding CCTVs and other people, it wouldn’t be easy.

He threw the corpse into a dumpster in another block.

**~~~~~**

The spiders hung back, milling about around the fire escape outside Peter’s room. He shook the window open, and climbed in carefully, maneuvering through the gap far too easily thanks to his new found strength and stickiness. He sat on the ceiling, feeling gravity pull him down but not strong enough to upstage him. It was nice to stare at his room upside down.

The door to his room was open, but Peter could hear none of Ben and May’s careful footsteps. His shoulders went slack and he called out, “Okay, you can come in.”

The spiders swung in through the window, feeling pleased that they could stay in a room that smelled like Peter. It had a calming effect on them.

“You can chill out on the bed—” Peter stopped himself when sudden sounds emerged from the living room. Someone was walking over to Peter’s bedroom.

Peter yelled in his head - **_Hide!_ **

The spiders jumped onto the bed, wriggling under the sheets and pillow. Some of the brood hid below the bed and some scattered around the room, finding places like Peter’s closet to hide in. A few spiders hadn’t even come out of Peter’s bag the whole time.

Ned walked into the room.

Peter’s eyes bugged out. “Ned! What’re you doing here?”

Ned’s jaw was open. He was staring up at Peter, completely speechless. His expression was of shock. He smelled stupified.

Peter immediately looked around the room, trying to spot the spiders. No, they’d all hidden well. Not even a stray leg could be seen. Peter could only hear their soft clicks and muttered worry.

**_Human, human! Nice Ben and nice May? Human!_ **

Peter tried to reach out to them - **_It’s okay. It’s Ned. He’s nice too!_ **

The terrified clicking slowed down. Peter sighed, trying to think of a good excuse of why he came in through the window when Ned finally worked his mouth and asked, “Peter? Am I dreaming?”

“Um, no?”

“This is real?”

“Yeah. This is real. Why would you—?”

It was then that Peter realised he was still crouching on the ceiling, clinging upside down the whole time. That’s why Ned was so stunned.

“You’re on the ceiling,” Ned helpfully pointed out.

Peter was an idiot. He dropped to the floor, twisting in mid air and letting his feet touch the ground in a swift move. “No, I’m not!”

“You were!” Ned cried. “Oh my god, you were on the ceiling! And who were you talking to?!”

“No one! I wasn’t talking to anyone!”

The spiders quickly picked up on his fright. They began moving around the room skittishly. **_Danger? Human? Danger?_ **

“No, no danger! Ned’s good!” Peter gasped, searching the room to check for any of the crawlies that might think to jump on Ned.

Ned swallowed. “You’re talking to someone! Right now! Are they invisible? Are they a superhero?”

He gave a sudden gasp. “Are you a superhero?”

“What, no! Of course not, Ned, what’re doing in my house?!”

“I took the emergency key from the flower pot!”

_“Why?”_

“Because I met Ben at Julio’s!”

Peter stepped back. “What?”

“I ran into Ben at Julio’s book store. The new one on 223th street. I asked him if he was donating some books, he said no, why would he do that, since apparently, you are keeping all your Olympiad books!”

Ned’s accusation took Peter back to the excuse he’d given him when school had let out. “What's Ben doing at Julio’s? He works on 154th street uptown.”

“I dunno. It made me wonder why you said you’d be at home with Ben,” Ned mumbled, “We never lie to each other, Peter. That was so weird, when he said that. I… I came here to talk to you, but nobody answered. I let myself in and just… waited. Oh man, was that creepy?”

“Ned—”

“It sounds creepy when I say it like that. But it didn’t feel creepy, I was just worried. I thought you might have needed to go to the hospital and May took you—”

“Ned.”

“...and you were hiding something big from everyone. Are you dying? Oh god, don’t tell me you’re dying?!”

“Ned!” Peter caught him by the shoulders. “I’m fine. It’s okay. I just went out for a walk and didn’t want anyone to know.”

Ned’s eyes went wide. “You walked all the way home? Again?”

“Yeah. It’s not as far as you’d think.”

“It’s like 15 miles.”

“... oh,” Peter fell silent for a moment. As his distress dwindled, the spiders began to calm as well.

“So, you’re completely fine?” Ned asked again.

“Absolutely. It was just a walk.”

“That’s good. Yeah. But why were you on the ceiling? How were you on the ceiling? Because that’s not normal!” Ned gave a shaky laugh.

Peter couldn’t believe it. How did he not know Ned was in the house? (Easy, because he didn’t expect Ned to be there.)

“Look…” Peter glanced at his bed for a moment. Spider Solo peeked out from under the sheet. 

**_Stay in my room, I’ll be in the hall. Don’t worry._ **

“I’ll explain,” he finally told Ned. “I’ll tell you what happened.”

They went to sit in the living room and Peter spilled the grave deets of how he acquired sticky powers.

It was nearly eight when he was done. His aunt and uncle were still out, though Ben would be back in time for supper. May had a double shift on Mondays. She hated Mondays.

Ned was on the couch, still silent after Peter finished explaining how he’d followed the Harry Osborn into Section #11-580 and got bitten by a “few” spiders. How it made him dizzy and weak till the teachers woke him up. How he still felt out of sorts for a few days till he figured out how to manage the extra sensory inputs.

“You really jumped from one building to another?” Ned asked in a hushed whisper.

Peter nodded, grinning wide. “And climbed a wall. My hands are sticky. See?”

He pressed his palm to the throw cushion and lifted it. The cushion came up easily. Ned gasped and pointed excitedly.

“The basketball!”

“Yeah!”

“Dude! And the way you dodged Flash’s throw! Was that a spider thing too?”

“I think so. I sorta felt the need to move at the right time, it was insane!”

“Holy Moley!” Ned collapsed against the couch. “Can you spit venom?”

“Uh… I don’t think so. No fangs.”

“Can you shoot webs?”

Peter laughed. “What, like a spider? No!” He looked down at his wrists. “No.” He repeated.

Ned’s eyes were sparkling. “Can you summon an army of spiders?”

Peter’s smile disappeared. He hesitated long enough for Ned to shout, “You can?!”

“Shh! Not so loud, they have sensitive hearing!”

“Oh my god, Peter! The army of spiders is here?! That’s who you were talking to!”

“Ned!”

“Sorry, sorry,” Ned sighed, trying to calm himself. Then his eyes flew open. “Wait. You don’t mean… that there are like a hundred spiders sitting in your room, right this minute?”

More like a thousand. Peter didn’t want to scare him, so he just said, “Yeah.”

Ned gaped. “Dude… that’s terrifying. That’s legit like a nightmare.”

“They’re nice,” Peter defended.

“To you, maybe.” He looked at the door to Peter's room with a shudder. “Gah, I can’t even imagine one spider hanging about me. How can you deal with them?”

“I talk to them. They talk back to me,” Peter shot a quick look towards his room. “Ned, they have nowhere else to go. All of them came from Horizon Labs. They bit me and now I have some sort of connection to them.”

Ned leaned in, horrified. “Are you telling me that a hundred spiders bit you? Shit, that’s what all the marks were! On your skin! They weren’t just allergy reactions from a few bites, they were the actual bites!”

Peter winced. “I’ll tell you the whole story someday. But trust me on this, these spiders are nice. They were being experimented on at Horizon Labs. I accidentally found them and set them free and now they’re staying with me. It’s fine. I think I can keep them safe. But the real problem is the scientist.”

“What scientist?”

“The guy who was doing the experiments! His name is Ian Montoya, he was at HL, talking to Mr. Freeman and Harry. He was in the room and was probably trying to get rid of Harry and Mr. Freeman so he could continue his experiment!”

Ned nodded slowly. “Michelle was so sure they were doing animal experimentation. She was right about Oscorp, you know? I checked, the corporation is dealing with a lawsuit about animal testing. They must have shifted the tests to HL to try and clear Oscorp’s name!”

“Right! This Dr. Montoya was at the clinic where my family doctor works at. He said he wanted to do a blood test on me to check for some infection. But May managed to change that.”

Ned looked sick. “He wanted your blood?”

“He knows the spiders bit me! I think he wants them back and wants to check what it did to me. I mean… I’m not dead or sick, I have actual powers! That’s not what usual spider bites do.”

Peter’s panicky pitch made the clicks from his room grow louder.

**_I’m fine_ ** , he sighed. **_Just… hungry._ **

**_Eat human?_ **

**_No. No eat nice Ned._ **

“We have to tell someone,” Ned whispered. “If this Montoya doctor is stalking you, that’s bad news!”

“I can’t just tell Ben and May what happened!” Peter protested. “How can I even bring that up?”

“You told me!”

“That’s cause you found me sitting on the ceiling like an idiot!”

Ned looked hurt. “You wouldn’t have said anything if I didn’t see you?”

“No! I mean… no. I can’t.”

Peter wrung his hands. Ned smelled sad. 

“Dude, that’s a lonely way to live. You can’t just not tell something that affected you so much. I want to help. Let me help.”

Peter smiled. “You are helping. You haven’t run away even after hearing that there’s a bunch of spiders in my room.”

“No, that’s freaking me out. I’m just not leaving you.”

Peter's smile was blinding. “Thanks.”

Ned shrugged. “Don’t mention it. Oh, and about the stalker doctor?”

“Yeah?”

“I know someone who can help.”

**~~~~~**

The very next day, Peter and Ned approached Michelle at school. Ned’s plan hinged on her knowledge of privately owned institutions and their loopholes.

It had taken a lot to reassure the spiders that Peter’s room was a safe spot. Ben and May worked long hours and no longer barged into his room to get him to sort it out. As long as Peter kept his space neat, they allowed him a great deal of privacy.

Which was the perfect situation for someone trying to host an armada of spiders.

Peter still felt nervous. What if someone found them? What if they called an exterminator? What if the spiders ate somebody? What if the little crawlies got indigestion? Peter didn’t know how to take care of sick spiders, he’d never had a pet!

“We haven’t even asked her and you’re already panicking,” Ned said, watching Peter sweat in Chem lab. Chemistry was Peter’s best class and it was so odd feeling discombobulated in a place where he usually thrived.

“I’m just worried,” Peter whispered, rubbing his eyes. Why was he so emotional? They’d be fine… maybe.

“Dude!” Flash hissed from the table over. “Are you crying?!”

Ned sighed and Peter blinked fast. “What, no!”

“Yeah, you are! Parker’s crying!”

A few of their classmates turned around to stare. Peter groaned and dropped his head to the table, making the distillation set up shake.

They were waiting for lunch to find the empty table Michelle usually sat at, but instead found a better time. The woodshop class was fairly spaced out with Mr. Hapgood busy helping a few kids on their end-of-the-term project. Michelle was in a corner by herself, whittling a long cylindrical staff of wood into what Peter suspected was a spear. 

“Is that allowed?” Peter asked her, wary of the pointy end. Michelle didn’t glance up, supremely busy carving her initials on the wooden spear.

“Interesting question,” she muttered, before finally looking up. “What d’you two want?” 

Ned nudged Peter who brought up the photos of the control panel in Section #11-580 of Horizon Labs. He showed his phone to her.

Michelle frowned, finally looking curious. “What’s that?”

They sat down and explained what he’d seen in the lab. The strange lights on the panel, the three glass tubes, one filled with spiders being experimented on. Peter was careful to leave out the detail of falling into the spider pit. He didn’t show them the photo of it either.

Michelle zoomed into the image. “This talks about radiation exposure and absorption. **Gy** stands for the unit Gray. You saw this in Horizon Labs?”

“Yeah, in the secret room. This tall guy with red hair was doing tests on them.”

“And he’s following Peter!” Ned added.

Neither of them had ever seen Michelle look so surprised. “You saw him experimenting on the spiders? With radiation? Do you have a picture of that?”

She made to go swipe across the screen when Peter snatched the phone out of her grip so fast that Ned and Michelle were left blinking at her empty hand.

“I didn’t!” Peter defended, nervous. “Just those pictures… of that control panel.”

Michelle’s mouth was open. Ned pointed at him and squealed to her, “And he’s got superpowers!”

“Ned, come on!”

“You…” Michelle swallowed. “...have powers? Like a mutant.”

“I’m not a mutant. I got bit by the spiders, they left me with… all this.”

“He can stick to the ceiling!” Ned told Michelle excitedly.

“What, like a spider?”

“Yeah!”

“Oh my god, can you spin webs?”

“I asked that too!”

“Will you please keep it down?!” Peter begged, looking around. Most kids were focused on their tasks, learning how to use sharp objects to cut wood and not themselves. Nobody looked their way.

Michelle finally settled a cool gaze on him. “You got bit by a radioactive spider.”

Peter sighed. “More than one, actually.”

“Like a hundred of them!” Ned piped up. “And they’re all in his room ‘cause he can talk to them and everything!”

The awkwardness in the air was punctured by her dumbfounded, “...what?”

**~~~~~**

Michelle’s house was on the first floor of a small apartment in Brooklyn. Nobody was home. 

The place was decked out in pastel colors, with a lovely contrast between the furniture, curtains, and wallpaper. It reflected nothing about Michelle’s personality, Peter thought.

Her room was more her style. A haphazard mess but somehow color coordinated in reds, blacks, and purples. Ned and Peter waited by the door while Michelle searched through her cramped closet for something she thought would help.

She yanked out her laptop which had been hidden under a mound of clothes and opened it on her desk.

“Get in, losers,” she said, booting it up.

Ned stepped in through the threshold. “Are we going shopping?”

“No. But good response.”

“Thanks!”

Michelle spared him a rare smile and opened a pdf file. There were sheets full of what Peter supposed were blueprints. She tapped on the screen and said, “That’s Oscorp.”

Ned narrowed his eyes. “Why d'you have a blueprint of Oscorp on your laptop?”

“This was released by the company during the investigation,” Michelle said. “How desperate do you think a million-dollar business is to actually make their office blueprint public to counter an animal experimentation lawsuit? They’re clearly guilty. Your testimony proves that they are.”

Peter started. “Testimony? I’m not telling people about this, Michelle! I can’t!”

She looked frustrated, “Peter, you have evidence that can make them lose this investigation. That’s motive enough to have one of their scientists follow you. They obviously want their spiders back.”

“Then what do I do?!”

Michelle pointed at her screen. “Look at this section. This is a room on the seventh floor of Oscorp. It says ‘call-center’. But Oscorp’s customer care service is located in Washington, D.C.”

“They could have set up one in their main building,” Ned suggested.

“They didn’t,” Michelle answered. “I checked their job openings over the weekend. Every opening for the call center redirected me to numbers with D.C. area codes. This is not a call-center.”

Peter stared at the screen wide-eyed. “Michelle, don’t you think the cops would have found this out too?”

“The cops are not investigating this!” Michelle countered. “It’s some ridiculous ‘third-party’ who's already in Norman Osborn’s pocket! But it’s so obvious that they’re lying! And you have proof that they’re subjecting spiders to selective radiation exposure. These spiders have clearly undergone significant change if their bites transferred some kind of radiation onto you too. Peter, you can actually take them to court for trauma suffered—”

“Michelle!” Peter burst out, surprising everyone including himself. “I don’t want to tell anyone about this! I just need to get the doctor away from my spiders! They’re mine, not Oscorp’s, not Horizon Labs’, not Dr. Montoya’s. They’re scared and they need me. I have to take care of them. I don’t want to take anyone to court, I just need to get everyone off my tail. Can you help me with that?”

Ned was staring at him in shock. Michelle was also speechless. She slowly reached for her laptop and closed it before asking, “Peter, are you okay?”

He panted. “Yes, I’m fine! I just need to get Dr. Montoya to stop following me.”

Ned wrung his hands. He shifted nervously and Michelle pressed her lips together in contemplation.

“Can you send me the pics of the control panel?” She finally asked.

Peter exhaled slowly. “Yeah. I’ll do it now.”

Her phone pinged as he sent it and she checked the images. “Okay. Look at these sheets. This Dr. Montoya’s handwriting is atrocious.”

Peter and Ned looked at the photo. On the panel, there were a few papers with illegible writing. Peter zoomed in and could make out none of the words, not even with his enhanced vision.

“The prescription wasn’t this bad,” he muttered.

Michelle looked up. “You mean the notes he wrote you for the infection test?”

“Yeah.”

Ned squinted. “I guess scientists have worse handwriting than doctors?”

She shook her head and Peter and Ned could practically hear the gears running in her brain. “He wrote them in a hurry.”

Peter shrugged. “He was super annoyed, actually. We didn’t let him do the blood test—”

“No, these notes on the control panel. He wrote them in a hurry. There are no monitors on the panel, just screens with readouts. The glass tubes are too far away from the panel. It…”

She hesitated. “It might be a jump, but, it’s like he’s writing his observations by juxtaposing the readouts and inspecting the spiders’ effects in real-time.”

“Well, obviously. He needs to see what’s happening to write them—”

“Oh!” Ned exclaimed. “You mean, he didn’t have help doing it!”

Michelle nodded, “Montoya might have even been doing this on his own. The spider experiment must have been conducted only by him so fewer people would be targeted. Maybe this was Osborn’s plan, or all this was only run by one person.”

Peter frowned. “Are you sure? Dr. Montoya looks like a big deal, wouldn’t he have subordinates and other scientists working for him?”

She tugged on one of her curls. “This is just an assumption, Peter. But Montoya is not listed on the company’s list of employees. Look.”

Opening the laptop again, she opened a search engine and brought up Oscorp’s official website.

“See, there’s no ‘Ian Montoya’ on the list. Either he’s not on the official roster or that’s a fake name.”

Peter frowned. He focused elsewhere on the webpage, on a group image of a few scientists standing around a table, holding up a trophy of some kind. One of them had familiar features. “Can you scale that up?”

All three kids leaned in. Peter pointed at the tall man standing almost in the middle of the group. “That’s him.”

Ned read out the names below the photo. “Ahmed, Connors, Richardson, Modell, Christian, and Stacy.”

The fourth name sparked a memory from before the bite. “Modell. I think that’s it. I remember that name from HL.”

Modell was posing for the photo, looking younger here, more carefree, and with more hair on his head. Everyone else in the photo was unfamiliar.

Ned huffed. “This is proof that Oscorp and Horizon Labs are being run by the same board.”

“Yup,” Michelle chimed. “That’s Dr. Max Modell. He’s in charge of the Genetics Division at Oscorp.”

“He changed his name,” Peter wondered. “If he’s working as a scientist at Oscorp, then he really isn’t a doctor.”

Michelle stood up. “Peter, if Dr. Modell’s the only one trailing after you, then maybe he was conducting this experiment on the side. Maybe no one at Oscorp knows. So all we have to do is confront him, he’s just one guy.”

Ned was already shaking his head. “That’s still dangerous, Michelle. What if he does have people working for him? He’s a lead scientist. He’ll have a lot of people reporting to him. We can’t just ask him to back off. He might retaliate.”

Peter placed both hands on the table, leaning on them with a groan. “Then how can we go about this?”

The room fell silent as three brains ran equations. They were just fourteen-year-olds with no real political power. Modell was a chess piece close to the queen. He was an adult with real expertise and agency.

“He has a reputation,” Michelle intoned. “All we have to do is show him that he could stand to lose his reputation if he comes for your spiders.”

Ned’s jaw dropped. “You mean… threaten him?”

She shrugged, “Threat, blackmail, extortion, what have you.”

“That’s illegal,” Peter gulped.

“Yeah. So is experimenting on spiders and stalking a minor,” Michelle stood up. “You have pictures of the control panel that’s up and running in a closed-off hall in Horizon Labs. It has information of an immoral experiment conducted in secret by someone who works for Oscorp, not just HL. That’s like five different levels of broken laws. There’s your chance.”

**~~~~~**

He left Michelle's house, heading home with ideas storming his head.

Peter had to figure out how to keep Dr. Modell away from his spiders. He had to find a place to let the spiders safely stay for a long time. At least, Peter didn't need money to pay for their food.

Maybe Michelle was right. Maybe he needed to take an extreme route to solve the problems.

Peter reached the apartment, closed the door to his room and sat on the bed - **come on out**.

The little army spilled out from under the bed and behind the nightstand. It was a silent mayhem of spiders descending upon him. They skittered over his legs tickling his sensitive skin. The bed sheets rustled about and Peter frowned, lifting it up.

There were large holes and tears in the sheet. Peter stared at the mess, stunned.

**Did you bite my first Skywalker bedsheet?**

Some of the spiders smelled guilty. Peter groaned. May had already seen one torn sheet, what was she gonna think of this now?

**We need to figure out a way for you to stop biting stuff like you’re teething.**

The spiders squealing jumping out. They probably thought he would be taking them out for food now. Peter sat on the bed, clearly remembering the article that had said that spiders can feed once in a few days to keep themselves well sustained. They weren’t hungry now, they just wanted to bite things.

**Okay, crawlies. We have to talk about the scientist.**

The spiders gave a jolt, jumping at the prospect of discussing their tormentor. Peter shushed, trying to stay calm and have them feed off of his emotions.

**Pain, pain, light, burn.**

Peter had to remain docile. Their cries were hurtful.

**I know. We have to make sure he never comes near you again. His name is Max Modell.**

The spiders let out squeals of confusion. They didn't recognize the name. In fact, they didn't understand names. Peter had to go about it differently.

**The human who tried to catch us when you finished feeding. I had to climb to escape.**

The spiders clicked in agreement. They blinked up at him, a thousand sets of eyes peering in great detail. Peter smiled. To anyone else, it would have been a nightmare to be subjected to the spiders.

It took him a while, but Peter slowly came up with an idea to confront Dr. Max Modell.

**Notes for the Chapter:**

> There's one feeding scene where the spiders eat a dead pig that Peter steals for them. Incredibly gross but not very explicitly described. It can still act a trigger for gore for some readers, so take care.


	4. One More Spider

**Summary for the Chapter:**

> _“Hey, Peter! Are you coming over today? I got this sick cover -”_
> 
> “Ned, I’m going to see Modell,” Peter interrupted. He could feel the spiders in his backpack chattering nervously.
> 
> Ned gasped. _“Now! Oh my god, Peter, dude! Do you think it’s safe? What if you need, like, back-up or something? Gasp! I can be your back-up. Like, if things go wrong, you can radio me and say something like ‘Get me the eff outta here!’ And I’ll be all like, ‘Reinforcements are coming, hang on!’”_
> 
> “Ned!” Peter groaned, crossing an intersection. “It’s not going to be like that. I have a six step plan I’m gonna execute. But if things go wrong, I’ll send a distress signal to your cell.”
> 
> _“Um, but how’re you going to get to Horizon Labs, that’s all the way outside the city. Which bus are you taking? How’re you gonna sneak in?”_
> 
> Before Ned could launch into a long winded interrogation tactic, Peter answered, “I’m going to Oscorp Tower.”

**Notes for the Chapter:**

> Yes, this story will have a sequel.  
> No, this chapter does not have an image of spiders.  
> Yes, I have described them here with as much imagination as the previous three chapters.  
> Please check fic tags and end notes for chapter warning.

Max Modell frequented Oscorp offices during the weekdays. He spent the weekends holed up in his house, engrossed in the theories of his experiments conducted in Oscorp and Horizon Labs.

Peter was glad he didn't have to use binoculars to spy on Modell. His eyes worked better than any telescopic device.

His perch on a tall pine tree was perfect to watch Modell go about his day in the house across the road from the north end of Central Park. 

Peter carried thirty spiders inside his hoodie and another forty in his backpack. They helped keep an eye on the electronics running around them, as well as supplying a full surround system of audio feedback from everywhere in the house.

"If we can get enough pictures, we can hold them against him," Peter whispered. "No one has to get hurt."

He wanted to make it less like blackmail and more like a stringent deal. A bribe, Ned would say.

Peter had gotten Dr. Modell's schedule from his Google Calendar. It was riddled with non-specific notes like " _Trial One Initialized_ ," " _Review cycle with NO_ ," " _Back to formula_ ," and even " _Leg pressure failing_."

Peter got a bare jist of what they meant since he knew Modell was talking about the spiders. There had been more than a few successful trials with previous spider batches. Spider legs didn't have bones but in fact, moved under the internal pressure afforded by its body.

However, the most promising note had been one marked for November 13th - " _lunch with Connors, sub haven_."

Dr. Curt Connors was a fellow scientist at Oscorp. Peter had looked up his field and saw that the man worked with genetic conversations and improvement. Dope.

Except if Modell wanted to chat with Dr. Connors, it could be for nefarious purposes.

Peter watched Modell fumble in his home, running through the rooms to grab his keys and wallet before rushing out the door. He was late for the meeting.

Peter let a dozen spiders drop from his sleeve and skitter across the road, led by Solo. None of the pedestrians or vehicles noticed a thing. They gathered by the wheel of Modell's old Toyota, quickly scuttling up the side to camouflage themselves under the dark paint.

The closest Sub Haven was just a few blocks ahead but Modell's car passed it without even slowing a bit. Peter listened for the clicking noises made by the spiders hiding onto the car. His ears could pick them out even though they were fading quickly.

He followed the clicks on foot, quickly jogging through the Tuesday crowd. The city was loud but Peter was quickly learning to prioritize the important sounds.

The spiders with him were clicking anxiously. Peter's adrenaline was climbing but he made low hushes to soothe them.

"We're almost there. It's okay, Rey. Solo knows to stay down."

Before the bite(s), Manhattan had seemed a bigger borough. But now, it was far smaller as Peter ran past many streets and crossings. He finally caught sight of Modell's car slowing down to turn into a small parking lot outside his fast food destination.

Peter made sure to stay hidden until the man left the car and entered the shop. The spiders on the hatchback jumped off and scuttled back to Peter, clicking in joy.

"Good job," he whispered. "We need to get inside, so all of you stay out of sight."

After a few nervous squeals, every little arachnid neatly hid themselves on him. Peter walked up to Sub Haven, listening to the voices of Dr. Modell and Dr. Connors from one corner of the place.

"Ah, Max!" Dr. Connors greeted him, pleasant and not the least bit worried or menacing. Dr. Modell dropped into the seat opposite him while Peter ordered the quickest chicken sub and ambled to a different corner behind Dr. Modell. He had no idea if the man would be able to recognize him, but better not to chance it.

"Curt, hello." Modell was antsy. The short drive had rendered him sweaty, eyes darting about like one of Peter's spiders.

Peter leaned against the seat to relax and listen to the conversation. Eavesdropping had always been an unpleasant idea, one he'd always tried to avoid. But now, it was personal.

"Did you get my notes?" Dr. Modell asked.

"I did! They were quite something. Won't you order a sub?"

"Oh, no. I just wanted to get your opinion on the hypotheticals."

Peter's order was ready and he grabbed it, quickly returning to his spot. Modell was loosening his tie, looking so out of place with no food in front of him.

Dr. Connors noticed the anxious aura as well. It was hard to miss. "Max, is everything okay?"

"Don't worry, I just have about a ton of deadlines. HL doesn't have enough lead managers for their projects. But, the reports I sent you, what do you think?"

"It's… quite revolutionary, if it works, Max. But even so, something like revising DNA markers would require many tests combined with trial and error methods."

DNA markers? Peter frowned into his sandwich.

"I agree!" Modell exclaimed. "But will Ratha see the benefits? If he can let us start-"

"Max," Dr. Connors sighed. "An endeavor like this is too dangerous. Not in this climate. The company just managed to dig itself out of the animal testing allegation, your reports would send us right back into the pit."

"But, but, Curt, you said it could work!"

"Your theory is very seductive, but it's the political implications that will hinder any study you can attempt. It's not clear and cut science, we have to watch out for the moral consequences."

Too late for that, Peter thought.

Modell groaned and leaned in to whisper rushed words. "I've been running the virtual simulations. They work, Curt! The improved markers replicate throughout the body until the entire DNA structure is absolutely altered for the better. It enables self-healing, increased brain activity, augmented strength, enhanced sensory capabilities, even… even cell regeneration!"

Dr. Connors didn't respond for a moment. Peter ran the monologue through his head a few times.

_Self-healing.  
Increased brain activity. _ _  
_ _Augmented strength.  
Enhanced sensory capabilities. _ _  
_ _Cell regeneration_.

Peter recalled walking past Dr. Modell and Dr. Connors. The latter had been a distinguished man, well put together, with a sunny disposition. But the first thing Peter had noticed before these attributes was the very obvious lack of his right forearm.

Was Modell here to entice Dr. Connors into the belief that he could _regrow_ his arm? Peter swallowed his sandwich with low enthusiasm and high suspicion. 

Dr. Connors probably didn't know about the spiders. He'd talked about Modell's notes on the _theory_ of revising DNA markers and about _virtual_ simulations. He had turned down the offer of animal experimentation given the recent allegation. 

"Max. I know we've exchanged many a paper on cell regeneration, but this is a little exaggerated," Connors sounded annoyed. "Self-healing cannot just extend to a full limb restoration."

"I've seen it! The legs always grew back!" Modell snapped.

Peter stopped eating, his ears suddenly the focus of everything in his body.

Modell had seen the legs grow back. Peter had a horrible feeling that it wasn't a computer simulation he was talking about.

Dr. Connors was strict now. "Your hypotheses on limb regeneration have not held much water with our colleagues, Max. Even if Dr. Stromm approves the process, even if the recent sims show a 100% success rate, Ratha will not greenlight the project any time within the next two years."

Modell's heart rate spiked. Peter heard air rushing into his mouth as he was about to yell something but Modell stopped himself and clamped his jaw shut. After a tense moment, Modell got up and left without a word. Dr. Connors looked at his retreating back, slightly worried. But he made no move to follow him.

**~~~~~**

He walked home from Sub Haven.

Peter had to go find out more about somebody named _Ratha_ who was clearly higher up in Oscorp. A quick online search gave him the answer. Rajit Ratha was a top-level Oscorp executive. He was the man who gave lead scientists the go-ahead on their projects. He wasn’t a scientist himself, but Peter wondered if he was on par with Norman Osborn.

Modell needed Dr. Connors’ recommendation to appeal about his project to Mr. Ratha. Maybe Michelle was right. Maybe Modell was working alone and was running himself to the ground trying to get an official approval

Michelle’s suggestion of extortion and blackmail came to mind. Peter shivered. He couldn’t do that. He couldn’t threaten someone like that. He couldn’t even bribe anyone, the Parkers didn’t have that kind of money.

The sun was setting by the time Peter reached home. He stopped outside the narrow, red apartment building and strained his ears to pick up either May or Ben’s voices. His heart sank when he heard both.

“... school called, he left after lunch!” May was saying. She sounded worried.

“Peter doesn’t skip classes, May. He must have felt sick or -” 

“But why wouldn’t he come home then? Oh god, what if he’s walking outside again. What if he’s lost?!”

Peter patted his jacket to ensure that the spiders left him. They crawled up the wall and slipped into his room through the gap in the window. Then he went into the building and took the stairs.

May and Ben never yelled at him. They’d never raised a hand at him and Peter had never been subjected to physical or verbal abuse. But he knew that their looks of anxiousness and disappointment would cut deep.

Ben had a stony frown, his forehead folded into wrinkles. He looked weary like he’d aged more in the past couple of months then he had in years. May's breathing was odd as though she was holding back tears.

“Where were you?” Ben asked calmly. May examined Peter’s face, checked his temperature by touching his forehead and then checked his arms as though fearing bruises.

Peter ducked his head. He could smell the worry off their skin. It was a terrible, pungent scent. He hated it.

“Peter,” May said. “Answer him, please.”

Peter swallowed and looked up. “I bunked a few classes. I just… I was just walking around on the roads.”

“Again?” May asked, shoulders slumping. “It was a hundred degrees today! You could have collapsed!”

“I stayed in the shade. Promise.”

“Peter,” Ben called again. “You left your inhaler behind. I found it on your table.”

Peter nearly did a full body flinch. Ben had gone into his room? Did he see the spiders? Did they run away and hide in time?

Neither his uncle nor aunt looked alarmed or horrified, they were just distressed about his absence. Which meant they didn’t know.

“I… it was nearly over. I was supposed to get the new one from the kitchen,” Peter mumbled.

“Peter. You didn’t take the new one. You left for school without your inhaler, and then walked out after lunch to roam around the borough! It was maddeningly hot today, you could have had an attack!”

Ben wasn’t yelling, but that somehow made it worse. Peter felt May’s grip on his shoulders tighten.

“Why did you leave school, Pete?” May asked, eyes darting between his. “If you’re not feeling well, why didn’t you tell us? You could have stayed at home. It’s okay to just be at home.”

“I… wanted to walk,” he muttered so softly Ben didn’t even seem to hear him.

Nevertheless, both parents heaved sighs.

“Okay,” May nodded. “You can stay home tomorrow. We can go out in the evening to the park maybe, but tomorrow morning will be a stay-at-home day. I think it’ll be better for you.”

Peter’s eyes snapped up. “No, no, Aunt May. You don’t have to do that. I can go to school. I promise, I’ll stay there the whole day.”

“Peter,” Ben added, stepping forward. He placed a hand in Peter’s hair. “We were worried today. The school secretary called me in the evening to say that you hadn’t shown up for two classes. No one even knew that you left the premises till they checked the CCTVs. That’s not a safe thing to do. You scared a lot of people, not just us.”

Peter thought of the secretary, sitting at her desk, dealing with mounds of paperwork for the administration only to be interrupted by the absent notices of one student. He thought of the teachers who’d be surprised that he didn’t show up but still had to teach a class of twenty to thirty kids for hours. He thought of Ned, probably sitting impatiently and panicking silently at seeing Peter leave abruptly after lunch. He thought of Michelle trying to placate him but failing.

Peter thought of his spiders, all of whom were scuttling around his room, listening in to the conversation and freaking out because they could sense his worry.

The secretary, the teachers, even Ned and Michelle would be fine. Ben and May could take care of themselves. The tiny spiders were at the mercy of whatever government agency could discover them. His spiders were terrified that Modell would get them back. 

He couldn’t let that happen. The spiders needed his presence more than the people did. Peter had to choose between the two groups, he couldn’t have both.

“I’m sorry, Uncle Ben,” Peter said, looking up at him. “I’m really sorry. May, I didn’t mean to scare anyone. I forgot to grab the new inhaler. I should have told Ned where I was going but I didn’t. I won’t do that again. I just needed fresh air. I’m fine. I just… I needed to get out.”

Ben looked a little mollified. He shared a quick look with May who was already calming down, relieved. Peter nodded, his own nerves wringing out from the blatant lie he’d spouted.

**~~~~~**

He took the following day off and then attended school diligently for the rest of the week. When Saturday came, Peter woke up early in the morning and let his spiders know that he was going after Modell.

**Pain** , **man** \- they squealed.

Peter hushed them, glancing at his closed door. The sun was just rising and May, who’d done a double shift through Friday, was slumbering in her room. Ben would be back soon after the night shift at his job.

The spiders scrambled about his body as he sat cross-legged on the bed. Solo swung about the room on a web and Peter followed its movements. It looked amazing. If Peter had a web that could hold his weight, he would absolutely swing about like that to school and back.

Peter recognized another spider, Leia, skittering across the floor and then jumping two feet up to land on his sheets neatly. She peered up at him and clicked.

**Peter plan?**

He grinned. Leia was the fastest at figuring out words. Many of the spiders looked to her for human communication, trying to learn faster to impress him. 

“My plan,” he whispered, turning on his cell, “is to get into Oscorp, get enough information about the experiment to make Modell shut down any process he’s made. That means all the data he has about you, it’ll be gone. And I think he’s working alone, so it shouldn’t be a problem.”

He knew it was too optimistic, too unrealistic. But Peter had to at least get something. The photos of the control panel from Horizon Labs may not be enough. If he could get more concrete details of the project, he could get Michelle to send the information anonymously to a proper animal rights group who wouldn’t look down upon spiders. And since Oscorp is barely free of the previous allegations, they wouldn’t dare invite new problems.

He got his backpack ready to fit in snacks, his headphones, and anything he could think would be necessary for a recon mission. He’d seen enough movies to know what to pack. Peter chose forty of the best swinging spiders to accompany him on the mission. The rest would hide out in his room. He’d leave the window open in case they needed to get out for air.

Breakfast was unerringly lovely. Which made it all the more worse because Peter would be breaking his promise to May and Ben. May nearly burned the waffles so the two sat at the table, scrapping the burnt bits off before munching on the side. Burnt pancakes with maple syrup were Peter’s favorite, but burnt waffles were a close second.

“The whole day with Ned, huh?” May said, repeating what Peter had told her.

“Yeah,” he swallowed a mushy bite. “He’s got a new game and we were planning to binge _The Good Place_.”

She smiled. “That sounds nice. Shall I drop you off then? I need to head to Delmar’s to get some stuff before Ben gets home.”

“That’s almost in the opposite direction, May. I can -”

“Walk?”

Peter gave a weak chuckle. “Er, yeah. I like walking now. I have my inhaler. I’ll be careful.”

May laughed. “Okay, sweetie. Call me when you get there. And don’t let Mrs. Leeds clean your dishes.”

“That’s not fair, you know she always threatens me with her saucepan!”

Breakfast ended with a hearty stomach and a wholesome peck on the cheek. May also ruffled his hair, cooing how he was growing up now and that puberty had clearly given him a will to take long walks.

Peter left the house and dialed Ned.

_“Hey, Peter! Are you coming over today? I got this sick cover -”_

“Ned, I’m going to see Modell,” Peter interrupted. He could feel the spiders in his backpack chattering nervously.

Ned gasped. _“Now! Oh my god, Peter, dude! Do you think it’s safe? What if you need, like, back-up or something?_ Gasp! _I can be your back-up. Like, if things go wrong, you can radio me and say something like ‘Get me the eff outta here!’ And I’ll be all like, ‘Reinforcements are coming, hang on!’”_

“Ned!” Peter groaned, crossing an intersection. “It’s not going to be like that. I have a six step plan I’m gonna execute. But if things go wrong, I’ll send a distress signal to your cell.”

_“Um, but how’re you going to get to Horizon Labs, that’s all the way outside the city. Which bus are you taking? How’re you gonna sneak in?”_

Before Ned could launch into a long winded interrogation tactic, Peter answered, “I’m going to Oscorp Tower.”

_“... oh. Modell works there too?”_

“Yeah. Michelle was right about that. His calendar says he’ll be in meetings for most of the day, so I can get in, get whatever I can, and get out.”

Ned sounded worried now. _“But what about security? Oscorp’s a multi-million dollar company, you can’t just break in.”_

“I can’t,” Peter agreed. “But I got it figured out. I told you, I have a plan. Just stay online for me. Also, if May calls, tell her I’m spending the day with you.”

_“Fine. Jeez, Pete. When you come back, you gotta tell me everything!”_

Peter made a face. “I’ll try. Gotta go.”

His ears were filled with the loud pounding of his heart. He hated having to keep things from Ned. He hated lying to May and Ben. But these were things he had to do if the spiders needed to be safe.

If Peter got enough evidence, the spiders would be safe for a long time. And he wouldn’t have to lie anymore.

He caught a bus heading uptown. Oscorp tower was a tall glass covered building in Manhattan. The bus dropped him off just a street away and Peter hiked up his bag and let his feet guide the way.

Solo let out a mournful chirp. Peter could sense the other spiders clicking nervously.

Peter stood right in front of Oscorp Tower and looked through the glass doors of the entrance. Oscorp's logo was presented there, large enough to nearly obscure anything going on inside. Peter stood on his tiptoes and caught the fuzzy sight of many people huddled together in the lobby. He knew what a field trip looked like. 

**Step 1: Infiltrate Ahlberg High School’s field trip.**

Summoning courage from who-knows-where, Peter crossed the street and pushed open the doors. Oscorp's lobby greeted him with gentle, cool air. His spiders let out small squeaks.

Easy.

There was a group of teenagers, probably Juniors or Seniors, lining up at the reception desk to pick up their visitor's badge. Peter quickly went to stand behind the last person in the queue. Nobody gave him a second look.

He was lucky that his hoodie and jeans blended in. He was way shorter than the others, but that didn't seem to matter for now.

The line shortened and when the girl in front of him spoke her name to receive her badge, Peter took a quick peek at the desk. There were a couple more badges left. He read the name of one, committing it to memory before instantly looking away. 

When it was his turn, Peter stammered to the receptionist, "R… Rodrigo Guevara."

The lady barely blinked at him, handing over the badge. 

That worked! Peter exhaled in relief and slung the lanyard over his neck, quickly following the school group through another set of doors.

He strained his ears to pick up any squeal or chatter of spiders. The tower had a hundred floors, with a dozen rooms on each level. Peter would need to find a silent space to check for specific sounds.

Cameras whirred everywhere. Security guards walked by, alert for any trouble. Peter would have to be smart.

**Step 2: Infiltrate the ventilation system**

The tour group passed by the men's bathroom. He slipped in and entered a stall, locking the door.

He opened his bag to yank out a long black sweatshirt with full sleeves and a hood, alongside a blue bandana. With a quick costume change, Peter was rolling up the bandana to cover his nose and mouth.

His spiders waited till he packed his first t-shirt in. Before zipping up the bag, Peter pulled out his old swimming goggles. He slipped them on and pulled the hood up to secure the top of his head. This way if the cameras did catch him, they wouldn't be able to get a look at his face.

There was a grate on the wall above the stall beside him. Peter leaped up to the wall, yanked the metal grate open and scrambled in, pulling it shut.

It was a long narrow path. Dust was on all sides of the vent. Peter carefully breathed through his nose, hoping he wouldn't have the urge to sneeze. Solo skittered out in front of him and many of the spiders followed.

**Step 3: Search and locate Modell’s office**

Peter nodded at Solo who took charge, scuttling through the vents.

It took them a while. Peter had to climb up a network of air vents, probably crossing enough labs and floors to cover a good chunk of the building. Oscorp had nearly 80 floors. It would take too long for Peter to scour the entire place searching for the familiar clicking noises of the spider brood.

His arachnids still kept vigilant, listening for the sounds of their allies. He tried to focus on the sounds from the different rooms they passed by, praying that claustrophobia wouldn’t hit him. He’d never had a fear of closed spaces and had no wish to start it.

The lateral vent he was in at the moment led to another long, larger vertical vent shaft, this time extending several yards in both directions. Peter sat at the edge, letting his feet dangle. Hup pulled back the bandana to breathe easier before trying to guess what floor he might be on. Before he could decide, the spiders began to click nervously. **Human. Pain. Human.**

Peter looked at the spiders in alarm, watching them gather closer to him. “What’s wrong? What… is it Modell?”

**Pain. Human.**

Clearly they were identifying Modell as the human who’d caused them pain. Their eyes were straying up to the open end of another vent section at least twenty feet up the shaft. Peter craned his neck to check the distance and hiked up his bag.

“We have to find him. Come on, everyone. Stick with me.”

That had been the wrong thing to say, because all forty spiders scampered onto his clothes, wriggling under them to literally stick to his skin with their prickly legs. Peter shuddered a bit, taking a deep breath. Okay, he could do this.

Peter clung to the inner side of the ventilation shaft and quickly crawled up like he was climbing a rock wall. Except without rocks or handholds. He wondered if he looked as terrifying as he imagined. Peter reached the right opening and let some of the spiders into the small horizontal vent connection. He squeezed in, nearly crushing his bag in the process.

It was a tight fit. Peter wriggled through the narrow space, feeling the cold air on the back of his neck. This was not as stable an idea he’d hoped for.

He crawled for what felt like hours (it was probably 20 min, don’t judge) when the spiders finally stopped in their tracks. Peter looked over at the grate beside them and tried to squint through the narrow metal plates. The light from whatever room he was looking at was bright. It wasn’t sunlight, just properly lit LED fixtures on the ceiling.

Leia crawled through the grate to peek at the room. She chirped in victory and Peter pushed his fingers through the slits, breaking the grate locks and swinging it open.

**Step 4: Infiltrate Modell’s office without without him in the room**

(As you can tell, Peter repeated the word ‘infiltrate’ quite a few times in his plan.)

The fairly large room was a well-lit office, cluttered with files and books. The table beside the large window had a laptop running. There was an external hard drive plugged into the device. Peter dropped down from the vent, landing neatly and silently.

The office was without dust and regularly used. Peter saw the plaque on the frosted glass door.

**Dr. Max Modell**

**Lead Scientist - Project Manager Φ**

There were a few people walking in the corridor outside the office, but none of them made their way to the office. Peter’s attention was divided between the corridor and the laptop.

The latest action being undertaken on the laptop was a large system file transfer. Peter peered at the folders and saw that it was actually a list of docs and sheets which took up nearly 500 GB of space. Yikes.

There was a small light blinking on the hard drive. The transfer was still happening. The current file just moved was named 11580-Φ.

He didn’t know what the last symbol was, but the number was very clear to him. Peter opened the sheet but the equations and values barely registered. He caught the symbol again under a heading. It was a short equation with far too many variables. This made no sense to him. Peter tried to scroll down for helpful notations, but there was no legend for the confusing statements in the documents. 

He looked down at the spiders curiously exploring the table. Finn was perched on top of the laptop, incredibly interested in the whirring from inside.

**Step 5: Find and extract any information on the experiment - files, photos, etc.**

“Ready to steal?” Peter whispered. The spiders looked up at him, clicking rapidly. Peter lifted the drive, waiting for the transfer to complete. Nobody headed towards the room and he stood there watching the progress bar inch towards 100%.

When the device gave a happy beep, Peter ejected the drive and quickly slipped it into his bag.

**Step 6: Don’t waste time. Get out ASAP.**

Peter collected all the spiders and deposited them back into the bag, making soft clicking noises to sooth them. He zipped them in and wound his arms through the straps.

Peter had just braced his feet to jump back up to the open grate when Modell’s voice could be heard exiting the elevator. His footsteps were made silent by the floor rug, but his smell grew stronger.

**Bonus - Step 7: Don’t get caught.**

“... trying to reduce late nights, Hector. I’m so sorry, I’ll make it home for dinner tonight, I promise.”

Peter almost panicked. He leaped up, caught the lip of the vent and hoisted himself into the slim space. He quickly brought the grate down, jamming it as well as he could.

The door opened and Modell walked in. He was on the phone, pleading with the person on the other end of the call. He sounded like an overworked employee, desperately trying to make time for family, not an evil scientist torturing animals.

Peter stayed frozen, not moving a muscle. Modell didn’t head for the table, in fact he didn’t even look at it. Instead. He walked to a cabinet and opened it, fishing out a small white bottle. He swallowed a pill while the voice continued, “ _This is my last night in the city before my flight, Max. We haven’t seen each other in weeks.”_

“That’s an exaggeration.”

**(You’re forgetting step 6, Pete.)**

_“Please, don’t. I’m having an early dinner tonight. Can you make it before I leave for the airport?”_

“I will. I’ll drive you there,” Modell said, but the caller already left behind a dial tone.

He lowered the phone, pinching the bridge of his nose in despair. Peter could smell the anguish rolling off of him in waves. He felt bad for him.

And then Modell turned towards the table and blanched at the empty spot where his hard drive was supposed to be.

Peter felt both his and Modell’s heart rate sky-rocket. Modell began to mutter, “No, no, no!”

He began to search the table, pushing books and mugs aside to spot the drive. Modell was frantic, panting now. Peter wiggled back, away from the grate, trying to make his way back as fast as he could.

Through the vents and the walls, he could hear Modell dialing a number on his phone and waited for somebody to pick up. Peter shuffled out of the vent, trying to move back to the vertical shaft. It was even harder to navigate backwards through the vents with cold air hitting the back of his thighs.

He managed to wind through a turn when Modell’s voice could be heard, yelling into the phone. “Who’s had access into my office?! I have a missing drive!”

Uh oh.

Peter wriggled faster. He unzipped the bag and let a few spiders out. Led by Solo, Peter shuffled down the vents, trying not to panic when he could hear guards being called to regroup. He had no idea what floor he was on, but knew to get to the shaft as fast as he could.

The building grew louder as people headed up to the floor he was on. Peter could hear doors closing with electronic beeps. The guards were activating sensor locks and locking biometric scans. Modell must have called for security. They'd be reviewing CCTV footage soon.

The spiders were also starting to click louder.

**Step 7-Alternate A: If detected, send Ned the distress call.**

Peter groaned slightly, wrangling his cell out of his pocket to press and hold the power button down three times.

The phone gave a series of vibrations before turning dark. Hopefully, Ned got the signal. 

Peter continued to wriggle towards the shaft when a deafening klaxon was let loose through the building. The noise was terrible, slamming into Peter’s ears and making his brain _scream_.

He clapped his hands over his ears, curling into a foetus position. 

Ned might have remote activated the fire alarm in the tower. Peter needed to get to the closest grate, slip into a room and then move to the corridor to join the people who would be exiting the building. But for that, he needed to get to a low enough floor to be mistaken as a student on the field trip.

And to get to another floor, Peter would have to reach the shaft first. He couldn’t do that with the most horrible noise known to the planet blaring all around him.

He screwed his eyes shut and kept wriggling till he reached the end of the line. The vent opened into the large shaft and Peter felt his throat go dry with the cold air blowing from below. It seemed like they were dozens of floors above the ground.

**Drop**.

Peter stared down at Solo and the other spiders. They were clambering onto his legs, looking at him earnestly.

**Drop!**

_You mean fall? I can’t just fall!_

Leia bounced to get his attention. **Drop. Catch.**

That was crazy. He couldn’t just fall into the vent shaft and catch himself onto another opening. What if he missed?

**Stick!**

The spiders were squealing to him now. **Stick!**

The alarm was still ongoing, but Peter’s focus was now down the vent. A hundred yards down, he could see the bottom of it, where a huge fan was rotating, blades spinning fast enough to cut him into bits.

**Drop! Drop! Drop!**

  
“Drop, catch, stick,” Peter whispered, blinking fast. He tightened the straps of his bag to secure it snugly to his back. 

“Drop, catch, stick,” he said again, swinging his legs down to sit at the edge of his vent. The spiders crowded back into the bag. A bundle of them stuck their webs to the zipper to pull it shut. Peter yanked the mask down. He needed to breathe properly for this.

**Drop!**

“Tally ho,” Peter prayed and dropped down the shaft.

Cold wind burst from below as Peter free fell. He nearly screamed but managed to press his lips together. It did nothing to lower his pulse. His body tilted and now he was belly down, arms and legs splayed trying to catch as much wind resistance as he could.

There was a screaming sensation at the back of his neck. It hurt like electricity running down his spine.

**Catch!**

Leia screamed it or it was just his sixth sense yelling in his head now. Peter used his foot to catch one side of the vent to push himself forwards. He reached his hand out, palm facing the inner side of the shaft.

He missed the vent opening but his hand slammed against the side of the shaft and Peter automatically stuck to it.

His entire body jerked as he suddenly stopped falling and instead crashed against the wall. Peter yelled but clapped his other hand over his mouth.

There were sharp pains shooting from his fingers to his armpit. They were extremely prominent around his wrist and elbow. His dominant arm felt like a giant bruise and Peter hugged the wall, desperately sticking to it just to take a breather.

**Run. Run. Run.**

The spiders were chirping from the bag, squealing in his ear. Peter sucked in a deep gulp of frigid air and opened his eyes. He was mere feet away from the closest vent. Peter exhaled and climbed up the wall, blinking away tears when the skin on his arm kept pulling. 

His armpit was really sore. Peter climbed onto the lateral vent space and crawled to the first grate which opened into a small empty room. It looked like a closet, but the door was partially open.

**~~~~~**

Peter held his arm gingerly as he slipped through the immense crowds making their way out of the tower. A fire engine was at the scene and the road was blocked off with yellow caution tape on both sides. People stood on the other side of the tape, recording the firefighters.

The field trip students were bunched up in a group and Peter stood just off the side. Hopefully, nobody’ll notice him and he can make a getaway soon enough. But first, he switched on his cell and called Ned.

It rang a couple of times before Ned picked up, running with his words. “ _Oh my god, Peter! Are you okay? I got the signal, and turned on the anthrax alarm. But then my mom called-_ ”

“Ned, Ned!” Peter spoke under his breath. “It worked. Everyone got out and I’m fine.”

“ _You did! Oh, man!”_ Ned sighed and Peter could feel his relief echo through the line. “ _Did you get whatever you were looking for?”_

“Yeah. I think I got something really good. I’ll come over tomorrow -”

“ _Pete_ ,” Ned said suddenly. “ _I don’t think that's a good idea. Ben came over at noon to pick you up for lunch.”_

Peter’s jaw dropped. What, why would Ben… Ben always needed to sleep till evening after a long graveyard shift. How was it that the one day Peter decided to do something incredibly out of character like breaking into an office building was the time for Ben to break schedule?

“ _I didn’t know what to say!”_ Ned rambled, worried. “ _My mom said you never came and Ben tried to call you, but you didn’t pick up. He and May think you’re roaming around Queens again_.”

Peter needed to get back to the apartment. He had to figure out how to explain to May and Ben. Had to know the right things to say… Peter had no idea how to handle this.

He backed away slowly. The crowds around Oscorp tower were still arguing amongst themselves. There were people in white hazmat suits walking into the building with bags and equipment. Peter was trying to escape when one of the officials broke away from the large group of people and looked right at him.

Peter blanched. It was Modell.

Modell looked haggard. He was wearing a blue trench coat and brown pants, both were absolutely wrinkled. He was unshaven and had desperation in his eyes.

Peter turned and ran. Modell was yelling behind him, “Hey kid! Stop! Wait!”

Nothing the man could say would make him stop. His legs pumped and his lungs worked harder than ever in his life. Peter just blindly ran, crossing the yellow tape and taking a steep turn.

He didn’t stop, pushing past pedestrians, tears blinding his eyes. Vehicles slammed on brakes at the sight of him, horns blared out, everything hit him with the feel of an explosion. His arm hurt, something was pinging on the back of his neck and Peter had to finally turn into a smaller neighborhood street to get some quiet back into his head. Everything was too loud, too _present_.

He collapsed on the dirty ground, his stomach rolling at the thought of what had happened. Peter broke the law again. He broke the law for his spiders. Modell had seen him. He could get arrested. He could go to jail. What was the prison sentence for stealing top secure information from a Fortune 500 company? 10 years? 20? Life?

Bile bubbled up and Peter threw up his breakfast. The spiders squealed in worry, but his ears were loud, drowning out other sounds. The acidic taste remained in his mouth as Peter stared down at the remains of the morning burnt waffle.

Peter was a criminal and there was no going back.

**~~~~~**

His cell phone had four missed calls and ten messages. Peter couldn’t bear to see them.

The spiders were doleful. They could sense his mood. 

“I’m okay,” Peter droned, dragging his feet. He had walked from Manhattan to Queens. Again. It was late evening when Peter realised that he barely had a clear memory of the trip downtown. Everything was a blur. 

**Sad? Sad?** They asked.

Peter’s face hurt from how much he’d rubbed away the tears. The sharp pains in his arm had reduced to a dull throb. His shoulder felt a little swollen but thankfully it wasn’t dislocated. He probably looked as bad as Modell did. Making his way to the apartment was difficult. May and Ben would be rightfully angry and there was nothing Peter could say that could calm them. Not if he lied and said he and Ned lost track of time and forgot to call them. Not even if he told them the whole truth.

He could hear May and Ben verbalizing worries about him. This was going to be bad.

Peter let the spiders crawl up the outside wall to his window before walking into the building. He could hear the clicks of the other spiders all the way from his room. He could hear a lot of things.

Peter knocked on the door, trying to stay calm, trying not to imagine the looks of disappointment and even rage on their faces -

May opened the door and just looked at him. There were tear tracks on her face. She swallowed heavily before turning around to march away, leaving him alone at the entrance.

Ben stood up from the table and folded his arms. “Peter, what were you thinking?”

Peter closed the door. “I wasn’t.”

“No, you weren’t. Clearly you… I don’t know!” Ben dropped his hands up in frustration. “We called you, why didn’t you pick up? We texted you, you saw that, right? Peter, look at me.”

Peter’s head felt heavy. Even lifting it took an immense amount of strength.

Ben just stared at him. “Why did you tell May that you were going to Ned’s? She waited for hours for your call. And you didn’t think to let her know that you were out doing something else?”

May was sitting on the couch, her face in her hands. Peter could smell the salt from her eyes.

“I’m sorry,” he whispered.

Ben dropped his hands. “Apologize to your aunt, not me. I reached home late which meant she had to wait here by herself for you to decide to let her know you were okay. I don’t understand why you just can’t tell us what you’re up to?”

Peter sniffled, looking at May’s stiff shoulders, listening to Ben’s irate tone, feeling his own emotions boil; but something about those words hit him wrong.

“You weren’t working,” Peter said, looking up at Ben. “You were at 223rd street, in Julio’s new bookstore. Why weren’t you at work?”

Ben gaped at him. May looked up, equally stunned. Peter stepped back, feeling like the floor was going to swallow him. He wasn’t the only one keeping a secret.

“Peter -”

“You’re going off on me for not telling you things but you’re doing the same thing!” Peter accused him. “That’s not fair. You’re a hypocrite!”

May stood up, “Peter! That’s different!”

“How is it different?”

“Because what I was doing wasn’t dangerous. And May knew where I was,” Ben explained with an infuriating sense of calm. “On the other hand, no one knew where you were. Not any of us, not even Ned!”

Ned knew Peter had gone to Oscorp tower. He just hadn’t told them. Peter wasn’t a complete idiot.

“What were you doing?” Peter asked, sullen.

Ben sighed. “We can table that discussion for later. But right now, Peter, you’re grounded.”

“Wh… what?!”

“You’re grounded,” May said, walking forwards. “For a week.”

“But-”

“This is not up for discussion,” she said furiously rubbing her face. “You did something wrong. And you knew it was wrong because we had this talk before where you promised to not repeat the stunt. But here we are again! And you won’t even tell us what it is you were doing?”

Peter stared at her in distress before exploding, “You’re not telling me what Ben was doing, _not_ working. Why should I tell you?”

“Peter-”

“It’s supposed to be a two-way street! Why should I trust you if you won’t trust me with things?”

Ben frowned. “Go to your room, Peter.”

Peter heard the anxious clicking from his bedroom, all the spiders eavesdropping on the argument. He heard the raising heartbeats of Ben and May, smelt the tears in the room, felt his own pressure rise. His skin itched with a sense of hate. He hated this. Whatever this negativity was between his aunt and uncle and himself. They had never fought like that before. Ben and May usually told him everything and made sure to give reason on why they wouldn’t tell him something. And Peter had never kept a secret from them. But everything was different now. 

“No.”

May blinked. Ben looked at him in disbelief. “What?”

“I said ‘no’.”

Heart racing, Peter turned on his heel, opened the door and left the house. Ben and May were calling out for him but Peter didn’t look at them, didn’t stop. He took the stairs three steps at a time till he was on the ground floor, till he was out the building, till he was running away.

**~~~~~**

Peter had 4 dollars and 75 cents - no, wait, he had exactly five dollars. He’d walked for a whole hour, watching the sun set, watching the purple skies turn smoky black with barely a star out. The volume of cars on the road increased as dinner time came and went. Headlights gave him a migraine and Peter put his hood up, continuing down the sidewalk.

He thought of going to Delmar’s but knew that his aunt and uncle would check there first. He made sure to stay away from Ned’s place. Michelle’s house was also in the other direction and Peter had no desire to talk to anyone so that was out.

He walked till he reached a small park by the crossroads of a grocery store and sports shop. The park was closed, but Peter just held onto the railing, staring at the dark plants and trees through the bars. Greenery smelled different to him now. Leaves had the fresh scent of chlorophyll, flowers were extremely sweet.

Peter dug his hand into his pocket, feeling the crumpled bills in his hands. His stomach grumbled, reminding him that he’d had nothing for lunch.

In the distance, he heard faint clicking noises. They were familiar comforting sounds. Head feeling unhappily light, Peter walked away from the park and towards an unoccupied corner of the road.

His spiders had crossed several blocks to reach him. Peter wondered if May and Ben were searching the city for him. Would they call the cops?

(Would Modell set the police on him? He knew Peter’s name, had met the Parkers under the guise of Ian Montoya. Peter may have avoided the cameras climbing through the vents in Oscorp, but any CCTV in the lobby would have caught him.)

**Hungry? Hungry!**

His spiders began chirping from their hiding place. Peter sighed. “Wait a minute. I’ll get something for myself first. Stay here.”

Solo gave an encouraging squeal and Peter walked into the grocery store. Five dollars should be plenty for a quick junkie dinner. Maybe Peter should have gone to Delmar’s after all.

He grabbed a soda and a couple of energy bars off the shelves. Or maybe he could get - 

“$ 5.10,” the cashier muttered, scrolling through something on his phone. He didn’t even look at Peter.

Peter gauged his bills and coins in dismay. “Um… could you knock off the 10?”

“Five-ten.”

“I just have five -”

“Not my problem.”

The cashier didn’t even look up from his phone screen. Peter knew he shouldn’t get angry. It had probably been a hell of a day for anyone working on a weekend, but it had been far worse for Peter. And if he stopped caring about May, Ben, and even Ned, he shouldn’t care about the random cashier who wouldn’t knock off a measly 10 cents for him.

Peter left the soda and chose the energy bars, grabbing the change. He didn’t drop any tips in retaliation. He had just reached the exit when he felt a quick prick of electricity at the back of his neck.

A stack of canned chilli crashed to the floor behind him. 

The cashier bolted up and groaned. He left his station to clear up the mess. Then, quick as a fox, a man with a faded shirt and ripped jeans, wearing sunglasses, dashed forwards to the register. He grabbed a few cash wads from the counter and looked up at Peter staring. 

Peter didn't make a sound. The cashier still had his back turned towards the man.

The thief picked up Peter's abandoned soda and tossed it to him. His smirk smelt of strawberry bubblegum, cigarettes, and gunpowder.

Peter stared down at the bottle and quickly hid it in his hoodie as the man ran out of the store.

The cashier hadn't even noticed. A dirty feeling of vindication filled Peter’s chest. It probably hadn’t been the right thing, but it felt good. Like karma.

Peter twisted the cap and took a gulp from.the bottle, trying to get rid of the creeping guilt. Strangers who refused to knock off 10 cents on a technicality didn’t rank high enough of Peter’s Care-For list. He had a thousand spiders to look after.

In under two minutes, Peter had located where his spiders were: congregating in an alleyway, having delightfully found a locked manhole. The spiders descended onto him, climbing up his sad form to curiously poke at the plastic wrapper of the bar he was now chomping down. 

He had barely finished it when a long, far away noise of a gunshot hit his ears. 

His entire body went into a state of panic. 

Peter had heard guns go off once or twice, but this was something else. This sound was sharp and something he would never forget. It sounded like it happened a few blocks away. 

He dropped the food and looked up at the spiders in alarm. Why was he sweating? Why was everything in his body working overtime. Adrenaline filled his muscles and Peter felt the urge to run. This time he wanted to run _to_ something and not away.

“Stay down!” Peter hissed at the spiders before taking off.

He could smell blood from a long way away. That couldn’t be good. Something was wrong. Peter had never felt like this before. There was a growing sense of desperation filling his lungs like an innate feeling that something was wrong, but he just didn’t know what.

Peter crossed the grocery store, ran past the brightly lit sports shop, and ran till the smell of blood grew stronger and stronger…

Till he could see the body of a man, slumped at the entrance of an unlit building. Even from a block away, Peter recognized the work vest and knew who it was.

_Nonononono_

He stopped thinking and just ran so fast, feet barely slapping the pavement it felt like he was flying.

“BEN!”

Peter’s scream didn’t seem to disturb the city at all. Nobody was around to watch Ben bleed from a bullet wound in his stomach. Nobody except for Peter.

“BEN!” Peter yelled again, reaching his uncle and collapsing on his knees to look at the wane face of a man who just hours ago had been full of life and disappointment.

Ben was slumped low against the dirty wall. His breathing was labored and each gulp of air made his entire body move spastically. Peter touched his stomach, trying to put pressure on the wound.

“Ben! Uncle Ben, can you hear me? Oh god! HELP! _Can anybody hear me?_ ”

Ben’s eyes opened and he looked at Peter slightly unfocused. “Pete?”

“Ben, it’s me!” Peter cried. “I’m here! I gotta get you to a hospital! Hold still!”

Things were still moving. Peter could hear vehicles going on the main roads, could hear people talking on their phones, visiting shops, buying things like a normal evening. But nobody could hear Ben bleeding out, or Peter screaming for help.

Peter scrambled his pockets, searching for his phone. His head reeled. His heart was pounding, tears falling again, blood was roaring in his ears.

“Pete?” Ben called again, voice much fainter than before. Peter frantically dialed 911 but his hands were slick with blood and his phone kept slipping.

“Just hold on, Uncle Ben! I’m right here. Hold on!”

“May?” Ben croaked, like he couldn’t hear anything. He was drifting. Peter could hear his heart slowing. He dropped the phone.

“Ben, don’t. Don’t go! I’m sorry!” Peter cried curling over him. “I’m so sorry. I shouldn’t have run away. I should have told you everything! Please, don’t go!”

Was it Peter’s imagination or was Ben not bleeding as much as before? The sounds and smells from his body were changing. The blood wasn’t as hot as when Peter had first touched it, Ben’s throat was far raspier than before and the only things Peter could hear now were his slowing heart, the uneven breaths, and dozens of… hundreds… no! Thousands of clicking noises coming from everywhere.

_Clicking?_ Peter looked up, blinking fast to find his spiders scuttling over to them.

“May?” Ben whispered, closing his eyes.

Peter wasn’t sure if he really saw what happened next. Maybe he imagined it. Maybe he imagined the spiders crawling over Ben, biting his face, his neck, down his back and chest, sinking their teeth in over and over and over again. 

He held his uncle in his arms, cushioning the heavy head in the crook of his elbow. They stayed there for quite some time. Peter’s emergency call never connected so he dropped his cell and waited in the cold.

A few agonizing minutes later, his little Solo emerged from the arachnid mounds over the upper half of Ben’s body and chirped - **No hurt nice Ben.**

**Notes for the Chapter:**

> Off-screen gun violence and on-screen aftermath of said violence.  
> Peter also commits a few crimes.


End file.
